What is a contract?

[An inconstantly emphasised discussion of contracts, with the geek in mind]

A contract is a written agreement where all parties list their obligations and expectations in simple, declarative sentences in plain and unambiguous language.

A good contract is a win-win deal. It must pass three basic tests...

1. Everyone gets what they want out of it.
2. Everyone is assured of equal measures of protection should the other party or parties fail to meet their obligations (through malice, incompetence, or simple circumstance)
3. It should be as simple as possible, and unambiguous.

Never deal with companies that refuse to negotiate their contracts. This probably indicates a breach of (1) and possibly also (2). Unwillingness to negotiate a contract 'as a matter of policy' means they are thinking about themselves, and not you. You're thinking of them, right? If you're not being unreasonable, then there's no reason not to at least figure out where the middle-ground might be, even if you or they decide that it's inadequate. People who won't even consider contractual modifications are not worth the trouble of dealing with.

Consider being suspicious if the person asking you to sign it hasn't read it themselves (I'd like to say that that was an uncommon situation, but it isn't). I feel that it should go without saying that you should read it through as well. More on that in a minute. In many cases, companies inherit contracts when a pet lawyer or executive joins the company, bringing some contract with them from a previous workplace. That contract itself may be from yet another workplace previously. While the odd clause may have been added or removed, it's possible that few people have ever read the thing the whole way through. Having seen quite a few contracts over the years, I'm convinced that there's less than a hundred of them roaming around, and some probably date back to Alexander of Macedon.

(It's kind of disconcerting to discover that your contract to write software signs over the intellectual property rights for any stock embryos, or medicinal drugs developed during the course of your contract. Face it...nobody cared enough to read the contract before they handed it to you to sign, so it's just failed the second test. It probably doesn't protect you)

Dealing with it

So, you're handed a contract. What do you do? You read it! Contracts come with a glossary of terms embedded. Check it. Read through clause by clause. If any term is ambiguous, ask what it means in the context of the contract, and then pencil it into the glossary. These are not sacred commandments graven in stone...they describe what you are agreeing to do, and what you get for doing it, and what recourse you have if you are screwed around or things go bad. Remember test (1). If it doesn't suit both parties, then neither of you should sign it!

Once we have the definitions out of the way, look for sloppy and unclear language. If you need a lawyer to read a clause, ask what it means, then cross it out and pencil in the same thing in simple, unambiguous terms.

Next, once things are clear, hand it back. This is where the contract is disambiguated. It's a clear statement. It may not be the right statement, but that's coming up. More than once, I've shocked the person across the table by restating sections of their contract in simple, understandable english, and they've then realised that either I (or they) would have to be idiots to agree to the terms that the contract states. Until they see their own contracts in plain language, many people who have read them (and occasionally had a hand in writing them) have not understood them.

We're down to the wire. We've disambiguated the contract, and agreed to a common definition of the terms. Now cross out anything you absolutely will NOT agree to. Propose alternatives. Negotiate. Meet in the middle. Come to an understanding. If you can't, then you can shake hands and walk away. You and they would not have been happy doing business together anyway. If you can come to mutually agreeable terms, then great! You've got a contract! It'll only take a few minutes to type up and print the changes. Usually it takes less time than it takes to tell you how much of a hassle it is to do.

Caveat
A contract doesn't force a party to do anything they don't want to do. That's what the courts and the law are for. A breached contract expedites the legal process (the more so if it's a clear and fair contract), but you've got to be willing to go that far. If a party does not want to honour an agreement, then they WON'T, and a piece of paper called a contract will NOT compell them to do so. A dishonourable party that you cannot take legal action against has nothing to fear from you but your word. In geek circles, bad PR travels pretty damn far, but it may not be far enough.

So, remember:
1. Everyone wins. Everyone gets what they want, feels good and warm and fuzzy, and rides off into the sunset at the end of the day.
2. Everyone is protected. Every industry and every business can suffer reversals or go sour. You can run into rabid middle-managers who don't like your haircut/dog/gender/aura/competency/quantum-wave-function who will insanely try to block your ability to do your job (or to recieve your listed compensation for it) at every turn. The other party may simply decide to do something else, and try to wriggle out. You have to have as much protection as they do. They have to have as much as you. Ask the person across the table: "Why does this protect you from a breach and not me? That doesn't seem very fair, does it?"
3. Simple and unambiguous. You can sacrifice some of the former for the latter, but if it can't be said fairly simply, maybe it shouldn't be said at all....Or needs to be said in more clauses. Sometimes you have to list a series of steps (like a program) to describe - say - dispute resolution. Better to have 30 little clauses in order, than a compound sentence with badly blocked semicolons. If it can mean more than one thing, you can be guaranteed that it will!