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Erin Austin: Hello ladies.

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Welcome to Hourly to Exit.

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I am a lawyer and I feel some
kind of way about contracts.

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So while I love talking about
scaling today, I'm going to get

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into the weeds just a little bit.

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About contracts with a particular
emphasis on services agreements.

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as an expert, I am going to argue
that services agreements are the most

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important documents in your business.

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A contract for, at the basic level is an
agreement between parties creating mutual

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obligations that are enforceable by law.

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So, simply put, it is an agreement
between two or more parties

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about an exchange of value.

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You know, I'll do x, I'll
provide services, and you do

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y you pay me for the service.

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At the beginning of a business
relationship, it's tempting to just

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to focus on moving forward with
the project as soon as possible.

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As soon as that sale is made, we
agree, we wanna work together.

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we know what the number is, we
know what the deliverable is, let's

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just go and no argument there.

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even we all want things to proceed,
forward as quickly as possible.

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. But the problem comes if the contract
and any lawyers, if there are any lawyers

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involved, if the contract is considered
a hindrance instead of a helper.

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cuz the truth is that when working
with a new client are on a new project,

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both parties are making assumptions.

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And if we're skipping over the
very important contract phase, we.

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In danger of relying on those
unspoken assumptions being the same.

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And the only way we can know that those
assumptions that we're each bringing

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to the table are the same or are at
least compatible, is by being explicit.

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And that means we need to very
clearly set forth in writing,

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what the rights and obligations.

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both parties are that way.

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Everyone is on the same
page as we move forward.

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So, big fan of putting it in, writing
a contract can be made orally,

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it can be made with a handshake.

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it can be made, less formally, but in
writing such as through e email exchange.

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But I recommend against,
all of those options.

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I realize that.

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Sometimes people dislike dealing
with the contracts if they feel

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like it's gonna be full of legalese.

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You know, 10 words are used
where one word would suffice.

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However, there is a way to
strike a balance between.

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The excessive flourishes of her two
fours and leaving everything to the

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party's memory of a conversation.

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So the best way to make sure we're
on the same page is to spell it out.

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Literally : so rather than leave critical
issues open, let's put them all down

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on paper and get everyone to sign
off on the terms of the relationship.

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Nope.

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Speaking of relationships, let's put
the legal definition of contract aside

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and just look at the plain English
definition of agreement agreement.

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Harmony in opinion or feeling.

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And when we think about agreement as
being in a harmony with our clients or

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with our contractors, hopefully that puts
a more focus on the upside of contracts.

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You my goal is to get you to love
contracts and to stop being in

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fear of the possibility that the
contracts will somehow kill your deal.

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That the lawyers will come in
at the last second and, Bring in

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some contracts or some comments
that will scare off the client.

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The fact is, it is extremely rare for the
introduction of a contract or, having a

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few reasonable comments to kill a deal.

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I could tell you I've been doing this
for a very, very long time, and I can say

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there's only A single instance I can think
of where a client said absolutely no de

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comments, and let's just say it was one
of the biggest companies in the world.

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And so anything less than
that, , I'm you're okay,

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So in a world where intellectual
property is king, You cannot

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have a no contracts attitude.

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You cannot be afraid of negotiating.

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that attitude is not only outdated,
but it is also counterproductive to

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building a business that is sustainable,
scalable, and hopefully someday saleable.

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And that is for both parties.

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protection contracts are not
unilateral as they shouldn't be.

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If they're properly drafted, they spell
out the terms of the relationship.

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And relationships are two ways, and
there are benefits to both parties.

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So if you look at contracts in terms.

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Harmony in terms of relationship building.

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Then you will also see that they are
the necessary components of building a

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business that you can grow and, not just
in terms of revenue, but also in terms of.

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So to get you to love, your contracts.

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I have seven reasons here
to love your contracts and,

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there's definitely more of them.

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but, these are in the,
agreement, harmony, area.

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First, the contract helps to build
trust and give peace of mind.

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Contracts show your clients that you
care about their business, that you care

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about your business, that you're taking
this transaction seriously, that you

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are a professional who can be trusted
with their proprietary information.

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They may be sharing confidential
information with you that

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you'll deliver on your promises.

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And the smaller that you are, the
more important that the gravity of

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having written contracts is when
working with corporate clients.

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if you want them to take you seriously,
then you need to take yourself seriously.

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And contracts is an indicator of that.

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Number two, a contract allows
you to manage expectations.

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A written contract sets forth the
terms between the parties with regards

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to their duties and responsibilities.

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It documents the expectations
of each party and the terms that

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have been agreed to after what may
have been extended discussions.

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if you.

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salespeople who are different than people
who are doing delivery, then there will

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always be a gap in there somewhere, and
that gap is filled in with your contracts.

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I am a huge fan of having operational
terms and conditions, either attached

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to your version of a sales agreement.

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or, of a services agreement or if
you're using your client's version

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of the services agreement to adding
those operational terms and conditions.

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So it brings clarity so the client
understands this is how the business

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works, this is how delivery works,
what the milestones will be, how

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acceptance,  and rejection will happen.

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What will happen if something is rejected?

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what to do if there's a dispute.

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All these things, are captured
in your written agreement.

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And so that, makes sure that
everyone's on the same page,

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managing those expectations.

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Number three, a contract
helps you get paid.

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It tells the client the
circumstances for payment.

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when they become due,
how things are payable.

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Will it be invoices or.

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Will things be automatically, deducted
from a credit card on file, what

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the milestones will be, how much
will be due at every milestone?

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And of course, if there is a dispute,
then having a written contract gives

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you a much cleaner path to enforcement.

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Yes, oral contract.

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Are enforceable, but if you don't
have something in writing, then

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we get to that he said, she said
in court, which you may lose.

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So make sure that you have that
written agreement so that the court

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can clearly see what the intent of
the parties was by what's in writing

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as opposed to having to interpret the
different memories of the two parties.

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and in terms of creating long-term,
profit and building a business that can

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someday be, saleable recurring revenue
and revenue visibility are key drivers of

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value in the event of an eventual exit.

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And you need to have
signed contracts for that.

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So in order to have,
something where your client.

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Obligated to continue paying
you on a recurring basis that

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would be recurring revenue.

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You would do that through a signed
agreement that, permits you to continue

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to charge a credit card, like in the
case of a subscription or a membership.

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and, having multiple, agreements
that may not be recurring revenue

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but are long-term engagements
where you have revenue visibility.

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Those are things that would most
typically be documented in a assigned

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agreement so that you can see.

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Okay.

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I.

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These three projects, they are
continuing for the next 18 months.

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And this is the, revenue that they'll
bring in that allows you to see in

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the future what will be coming in and
make plans accordingly, whether it's

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in expenses or investments in team.

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Team.

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and in the event that someone is looking
at your business to purchase it, they'll

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be looking at that revenue visibility as.

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Number four.

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A contract helps to minimize
disputes or problems.

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Of course, a contract can't guarantee
that there'll be no disputes or problems.

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in the real world, despite our best
efforts, sometimes things go wrong

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and disputes arise with our clients.

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a properly drafted agreement
will anticipate common.

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and provide a process for
minimizing the fallout.

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it may be through, some sort of
dispute avoidance process, like an

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internal escalation, system where if
the people on the operations level

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aren't able to resolve something,
that it goes up to their manager.

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So something where decision makers
can head things off at the past

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before it escalates, any further.

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in the event it does escalate, to,
having to get lawyers involved.

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Then you can include mediation provisions.

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So at least we don't get courts
involved, and so we wanna make sure

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that we are  including provisions that.

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Will minimize the fallout
of any misunderstandings.

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So that is something that a contract
helps you with and sometimes,

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the contract can just prevent.

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Issues from arising at all.

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So if there's a question, for
instance, about how a client can

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use a deliverable, well that should
be spelled out in the agreement.

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Can you use it with subsidiaries?

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Can you make copies of it and use
it with other team members that

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weren't part of an original training?

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Those things that can be causes, of
disputes in the future can be headed

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off at the path with a contract.

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Number five, a contract limits liability,
things like disclaimers, indemnification,

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other methods of limiting liability.

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These must be agreed to in writing.

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So if despite our best efforts, a
dispute does escalate to the point that

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it needs to be, handled through legal.

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Having disclaimers, having
indemnification, having liability caps.

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These are all things that can limit
the amount of exposure that you

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have, what your legal exposure is.

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And if you, I'm sure have seen in
contracts where you have this type

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of limitation of liability language.

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Not only is it in writing, but it.

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Be in all caps, and by all caps, I
mean the letter caps, because it is

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so important that, in order to have a
disclaimer or a limitation of liability

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enforced by court, they wanna make sure
that there's no way that anyone missed it.

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so that's why you'll see those
things in all caps in your.

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Number six, A contract protects
confidential information, so a

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contract defines what confidential
information is Confidential information

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may or may not be just everything
that we think is confidential.

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Just because we think it, is
confidential, doesn't mean that it

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is appropriately protected through
confidentiality provisions or an nda.

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And so we have these, agreements
that will make it really explicit

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what is included in confidential
information, what the exclusions

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are to confidential information.

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, what are the circumstances where
disclosure would be appropriate, such

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as when we're working with, you know,
financial advisors or legal advisors.

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what are the restrictions on the use?

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I mean, we share it because we're going
to use it, but we do wanna have clear

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boundaries about how it can be used,
and then remedies for what happens

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when there is some sort of breach.

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these are things that we
want to have in writing.

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. And then last, but most definitely
not least, a contract protects

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your intellectual property.

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intellectual property rights is
one of the fundamental terms that

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will be addressed in your services
agreements, and property ownership.

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It can be confusing.

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The rules regarding ownership are not
intuitive and can be the opposite of

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what you think or what your client
thinks, is or, are the ownership rules

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in the absence of assigned agreement.

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for instance, your clients
may believe they fully own a

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deliverable because they pay for it.

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And likewise, when you hire someone
and you're the client and you receive a

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deliverable and you've paid for it, what
rights do you have in that deliverable?

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So these are the things
that signed agreements.

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Answer and in the absence of
assigned agreement, you might be

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unpleasantly surprised by what
the default ownership rules are

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under intellectual property laws.

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So your expertise, your
most valuable asset.

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, everything you do in your work has
potential value as intellectual property.

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We wanna make sure you
protect those assets.

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You need to protect them if
you wanna monetize them, and

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therefore scale your business.

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And the value depends on clear ownership.

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So muddled ownership is
almost as bad as no ownership.

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that's why contracts are so important.

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and, when you're working with a contractor
or when you're providing services with a

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client, when you are an expert, both of
those circumstances, intellectual property

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is being created and the default rules
will apply unless we make, uh, clear

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how we want ownership, use restrictions,
to apply to those deliverable.

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we need to have those things
set forth in our agreements.

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So not having agreements, does put you at
risk of losing control of your expertise,

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of your valuable intellectual property.

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if you don't have those things
clarified in writing in your contracts.

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So that brings us to the vital
role of services agreements.

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Now, if you've worked with corporations
as long as I have, then you have had

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a front row seat to the growth in the
use of complex services agreements and

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the proliferation of the use of NDAs.

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I still have a current client,
B2B Professional Services company.

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I worked with them for about a decade,
and when I first started working

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with them, the vast majority of their
clients would just sign the quote.

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The client say, Hey, I need this service.

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And my client would say,
okay, we can do that.

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Here's the quote, and there will
be a signature line on there.

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And their client would just
sign it and send it back.

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Could you imagine that happening today?

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today the vast majority of their
clients requires signature of the

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long form master services agreements.

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Likewise, assigned N D A
is pretty much, required.

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Meet with people these days, like I
can't even talk to you until you've

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signed an nda, and so that means
you're signing agreements, long before

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there's any revenue attached to it.

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at least a dozen NDAs pass over
my desk in any given month.

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And the reason for this, as of
2020, 90% of all assets in the

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s and p 500 are now intangible.

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of the value in the s and p 500 are
trivial to intangible assets that.

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Means they need these contracts to
protect that the executives that

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you're working with, their job is
to maximize and protect that value.

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That's why we are seeing 100 page MSAs
and that ubiquitous n d a that, is

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required just to, to get on the phone.

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Four, our protect our most
valuable assets, our expertise, our

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intellectual property to protect our
clients' most valuable assets, their

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proprietary, assets, their intellectual
property in order to compete.

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In this 21st century environment,
you have to have a baseline

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understanding and a comfort.

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With B2B professional services agreements,
you have to have a baseline understanding

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and comfort with intellectual property
rights that these agreements are

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specifically intended to protect.

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That is, again, the reason
for the rise of these MSAs.

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The reason for the rise of the nda.

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Is because of the increased value
of intellectual property assets.

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So we cannot stick our heads in
the sand about these anymore.

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I know that.

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a lot of people have spent their careers,
without really understanding, intellectual

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property or services agreement.

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But if we want to build businesses
that are sustainable, scalable,

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and hopefully someday saleable.

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We have to get in the practice of,
caring for and feeding our expertise,

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which is our intellectual property.

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And that will be the key difference
between building, a short term income

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generator business, which is just
kind of selling your time without

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creating assets versus one that is
sustainable and wealth building.

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So in 2023, that is my mission,
is to provide content and products

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for you in a way that is usable
and implementable to make you.

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Feel confident about services, agreements,
and about intellectual property.

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We're going to talk about the
essential terms that you need,

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in your services agreements.

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We're gonna talk about how to negotiate
agreements when you're presented one

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by a client or when you're presented
one by a subcontractor or a vendor, or

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a supplier, like a software company.

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and the best practices about how to
use contracts to move your business

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along the hourly to exit journey.

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I have a lot of, cool ideas about
how they fit in along the entire

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customer journey, you not just at
the sales end, but also the delivery.

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and what happens after delivery.

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Contracts play an important role on the
entire lifecycle and customer journey.

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And so we're gonna talk
about that as well.

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So looking forward to having you along for
the ride, as always, a hundred percent.

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open to any, questions that you have.

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as I do more of these solo episodes, I
actually want you to tell me what your

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questions are, tell me what your concerns
are, and I will be able to address them.

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So, until then, be well.