BOFH: The devil's in the contract details

But at least we have the PFY – and beautiful views from the office window

Episode 22 The Boss is negotiating a contract with a vendor, which is a sight to behold.

On their side, they have a new contracts manager who has to break the bad news that: their costs have gone up appreciably in the past years; their product has been improved to a level that governments now use it; COVID has had an impact on their pricing models; and they're doing us a favor by even letting us use their product. Oh, and they're introducing a maintenance fee as well as the license fee, and there's a major update fee that they'll waive if we sign a three-year contract for the license and maintenance before the end of the calendar year.

On our side, the Boss has adopted the time-honored Machiavellian strategy of: telling them how dependent we are on their product; how doomed we would be if we didn't have it; how much more money we'd gladly pay; how we'd happily sign up to a five-year contract if they liked; and saying they deserve the extra money for being such good vendors.

Oh, did I say Machiavellian? I meant mendicant.

The deal is done and the only thing that remains is the contract signing, which seems to be having some teething problems because every time the Boss tries to scan the agreement, the document feeder of the scanner jams – probably due to the rumpled nature of the paper rather than because the PFY shoved a paper clip into the gears of the feeder.

Our vendor has offered to drop in with a new, undamaged, contract for the Boss to sign, and while there, show him some new software products they're working on that we might like to use.

If it were possible for the Boss to roll over and show his tummy on a phone call, he would.

"Ohthankyousomuch!" he gushes.

And I can see the Boss's point. No one wants to be the guy who brought a company to its knees because they forgot to renew a license before the expiry period.

"We'll be at that meeting," I warn the Boss.

...

Three hours later – because they can smell blood in the water – the vendor arrives for a quick meeting. Three identically power-dressed guys in suits, complete with identical briefcases, are waiting at reception.

Security escorts them to Mission Control where the Boss fawns all over them, offering to send someone to nip over the road to a place that does "real coffee" if they want. The PFY and I just nod.

"So," the lead negotiator says, "if we just get the signing out of the way first, we can get onto the new lineup of software that I think you're going to like."

The Boss reaches for his pen somewhat slower than the PFY reaches for the contract.

"SEVEN years," the PFY remarks.

"Really?" lead negotiator says. "I thought it was five. In any case, five or seven, it doesn't really matter."

"Outside of your signing bonus," the PFY mumbles, crossing out the seven and putting THREE.

"Uh, we agreed to five," the lead negotiator says.

"Five or three, it doesn't really matter," the PFY says, continuing to read. "Oh, we've picked up another couple of licenses!"

"Yes, we're pretty confident that you're going to want to have the software we're about to demonstrate," the lead negotiator says.

"And I'm fairly confident that we'll take a one-year contract if that happens," the PFY says, running his pen through several lines of text.

"Oooh!" the PFY exclaims. "The contract automatically renews for a further term if we fail to notify you by... yesterday afternoon."

"I'm sure that's a typo," LN replies, looking a little embarrassed.

"Not any more it isn't," the PFY says, crossing out several more lines.  "In any case, we can't sign it because the document is damaged."

"Damaged how?"

>RRRRRIP!<

The Boss is almost wetting himself now. Not only have we ruined the great relationship he's established with these guys, they're looking like they're going to leave – and the coffees haven't even arrived yet.

"Well, I guess we could go with the original revised contract, as I do have a copy here," LN says, gesturing at his briefcase with far less bluster than before.

"And I guess we could just... go open source?" I suggest.

Silence descends on the room.

Silence and horror.

The Boss looks like he's going to have a stroke – because he knows what open source means. It means software developed by people with pony tails.  And beards. Beardy, pony-tailed people who use words he doesn't understand. And women! This is probably how communism started – and they'll come for the managers first!!!

"I... don't think you'll find an open source project that will do the same things as our software," second-tier negotiator chips in smugly.

"Oh, you mean like crash routinely, never get an update, and be harder to support than a geriatric after a hip replacement?" I fire back.

"You need this software," lead negotiator reminds us, holding up what I assume is the original contract.

"It's true – we do," the Boss admits, reaching for the reams of paper.

"But do we?" I ask.

>scribble< >scribble<

"Well, it looks like it's done now," lead negotiator says.

"Fair enough – and well played," I nod, a man defeated. "Tell you what, I'll just grab a quick scan of this contract and my assistant here will just show you the view from our office window. I think you might be able to see your office from here!"

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