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Getting to Yes for Your Library
Negotiating vendor contracts in your favor
By Jane Baugh
W
e are all negotiators. From the
toddler who wants a cookie,
to the driver glaring at a
competitor across the aisle for “his”
parking space, to librarians renewing a
vendor contract, people rely on innate
and learned skills to get what they want.
The techniques and the stakes vary, but
at the end of the negotiation we all want
to achieve success.
Nonetheless, the very idea of formal
negotiation causes stress in many people.
Many are conflict-averse in temperament,
and others don’t have enough experience
with the process to be comfortable with
it. Preparation and familiarity with both
the theory and the technique of
negotiating can make the process less
stressful—and more successful.
In Three Steps to Yes: The Gentle Art
of Getting Your Way (Three Rivers Press,
2002), Gene Bedell defines negotiation
as “back-and-forth communication
designed to reach an agreement when
you and the other side have some
interests that are shared and others that
are opposed.” Toddlers want cookies,
while mothers want healthy children;
both want the child to be happy. Both
drivers want to park in the same spot
close to the mall—this is both the shared
and the opposing interest. In the case
of librarians and vendors, both want the
library’s end users to be able to have the
best information available to meet their
needs, whether those needs be papers
that earn good grades or briefs that win
cases; the differences generally involve
which (or how much) information is
available to the library and for how
much money.
Law librarians, by virtue of our
training and experience, are well
qualified to participate in negotiations
with information vendors. We know
what our end users want and need to
get their jobs done, and we use those
same tools to assist those users.
Librarians deal with a wide variety
of people and personalities in the course
of a business day, and a skilled reference
interviewer can often determine whether
the other side has information that it has
not yet shared. As trained researchers,
librarians can gather background
information needed for the negotiation
and can organize it in a way that will
keep the negotiations moving and
focused on the task at hand.
Primary Types of Negotiation
There are two main schools of thought
regarding negotiation skills. The
Harvard Business School and its
Negotiation Project advocate what they
call principled negotiation, which
assumes that all sides want to collaborate
to a certain degree and that everyone is
working for a win/win result. In many
negotiation situations, however,
especially those involving money,
neither side is particularly interested in
collaborating, and the negotiator who is
looking for a good outcome needs to be
prepared for those situations to arise.
© 2011 Jane Baugh • image © iStockphoto.com/Alexey Belotsvetov
Principled Negotiation
In 1981, Roger Fisher and William
Ury of the Harvard Negotiation Project
published Getting to Yes: Negotiating
Agreement without Giving In (Penguin,
1981), which advances the technique
of principled negotiation. Its four key
elements are: separating the people from
the problem; focusing on the parties’
interests, not their bargaining positions;
discussing a variety of options before
making a final decision; and arriving at
an end result that can be based on an
objective standard. There are several key
points to consider.
People: Many of us have longstanding relationships with our vendor
representatives who may come for
training on a regular schedule and will
continue to come after the negotiations
are over (provided the negotiations are
successful). You will still have to work
with them so it is helpful to understand
their points of view—even if you don’t
agree with them—and to be respectful of
them and of the vendor’s negotiators.
Interests: Focus on the parties’ shared
interest. The vendor wants to gain or
keep your business, and you want to end
up with a contract that will give your
attorneys the information they need
without bankrupting the firm. Don’t dig
yourself so far into a position that you
can’t dig out without saving face. If your
organization has any deal-breaking
clauses, like requests that your firm
appear in advertisements for their
products, let the vendor know that those
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Checking Out the Contract:
Contract Best Practices
Compiled by Clare D’Agostino and
Connie Smith
After finalizing the negotiations,
it is important to confirm that the
correct information is in the formal
agreement. Do not assume anything.
Start with the basics. Are the
following items stated correctly?
Organization name and type
(nonprofit, LLP, etc.)
Mailing address and contact person
(Your office may have relocated
or your contact person may have
changed since the previous renewal.)
Locations-Does this contract cover
one location or multiple ones, and
are all of them listed properly? Does
the agreement cover the addition or
removal of locations during the life
of the contract?
Effective dates-Very often a template
or older version is used to create the
document, and old dates sometimes
carry over.
Check for vendor contract
designations-Did last year’s contract
say “Enterprise” but this year’s
contract says “National”? Did last
year’s contract have a number
designation different from this
year’s? These changes can be an
indicator of subtle differences that
may not have been spelled out in the
negotiations. Ask the vendor to use
the previously accepted contract or
redline the differences.
Confirm that money amounts
and payment terms match your
previously agreed-upon terms. When
the invoice arrives, check again.
Read the definitions carefully-Some
electronic resource contracts state
that the product can be used by the
firm’s employees, and a partner is
not an employee.
If the contract covers multiple
products, make sure you
understand the acronyms,
abbreviations, or file names, so
that you can ensure that you are
getting the correct resources.
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are off the table immediately or there is
no contract.
Options: Discuss a number of
possibilities before coming to a final
decision. These could include which
databases are included, the method
for calculating charges, or whether the
contract is for a site license or for a set
number of users. Invent options for
mutual gain (see Getting to Yes, page 11),
but don’t give in to pressure and end up
with a contract that doesn’t serve your
needs.
Objective standard: Insist that the
end result be based on an objective,
quantifiable standard. “This is our
best offer and it’s a good one” is not
objective—a contract based on usage
figures or customary charges is.
The “EASY” Process
In The One-Minute Negotiator (BerrettKoehler Publishers, Inc., 2010) authors
Don Hutson and George Lucas
recognize that not everyone wants to
collaborate and that every negotiation
differs according to its participants. They
encourage the use of the “EASY” process:
Engage: Recognize you are in a
negotiation and review viable strategies
Assess: Evaluate your tendency, and
that of the other side, to use various
negotiation strategies
Strategize: Select the strategy
that fits the negotiation you are in
Your One-Minute Drill: Take a
minute to review these steps each time
you begin a negotiation
Hutson and Lucas have identified
four negotiation strategies—competition, collaboration, avoidance, and
accommodation. It is helpful for
the negotiator to know not only what
his/her strategy is but to also be able to
identify the strategy of the person on
the other side of the table. If you assume
an accommodating style, which is the
natural style of many librarians, while
your vendor is clearly in competitive
mode, you are not likely to get what
you want. Furthermore, the vendor
will remember that accommodation
the next time your contract is due to be
renewed and will take advantage of it.
Collaboration would be the ideal, but
true collaboration is rare, especially
when both sides are looking at their
bottom lines.
Preparation is Key
Before entering into a negotiation
process, make sure you prepare. The
more information you have at your
disposal, the higher your likelihood of
success. For new contracts, research the
product, using both the manufacturer’s
information releases about it and the
experiences of your colleagues. For
contract renewals, note your experiences
with the product, its customer service
personnel, and the content included in
your agreement, and have a good grasp
of your library’s previous usage patterns.
This is especially true for flat rate
contracts as the new offer will be based
on those previous usage patterns.
Prepare also for the personal aspects
of the negotiation. If you know the
negotiator, you will have a good idea of
what his/her personal negotiating style
will be. If you will be conducting the
discussions with an unknown quantity,
be prepared to make a judgment about
that person’s style very early in the
process; if you determine you are wrong
after beginning talks, adjust your style
and tactics accordingly. Noticing whether
the other side focuses on his or her
relationship with others at the table or
on the task at hand is a good way to
judge what his or her negotiation style
is likely to be.
“Knowing in advance what your
‘must have’ terms are as well as your
‘nice to have’ terms and where you have
flexibility on these terms will also help
you engage in an informed negotiation,”
says Scott Schwartz, a shareholder at
Cozen O’Connor in Philadelphia who
reviews and negotiates most of the firm’s
information-related agreements.
The Negotiation Process
It is best not to assume that you and the
vendor are starting on the same page in
the negotiation process. Vendors assume
we’ll balk at their pricing and so may
come in with an exaggerated price in
order to get what they want while
appearing to make concessions for the
library. Others may come in with just
the price levels you were hoping for but
have cut back on the amount of content
included for that price, forcing you to
argue for more material to be included
in the contract. Since you want the
most content you can get for the lowest
possible price, keep both of these factors
in mind during negotiations.
Be focused on and aware of what
is going on around you during the
negotiations. Have you noticed a change
in the other side’s demeanor or tactics?
Take notes about what’s being said and
refer to them, especially if someone
describes a change or concession that is
not the way you remember it. Make it
your business to keep everyone on the
same page with the same idea about
what’s been said.
If you don’t get anywhere with the
person you are dealing with, ask to
meet with that person’s manager or
someone else at the company. If you
absolutely cannot arrive at a result that is
satisfactory for your firm or institution,
break off the negotiations, either for that
day or completely.
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After the Negotiation Phase
Between the negotiations and the actual
signing of the contract, it is a good idea
for the people representing your library
in the process to meet and discuss the
negotiation session. Review the notes
you took and add to them during the
negotiating team’s post-mortem.
Determine how close you got to your
goals during the negotiations and review
the points or principles gained and lost
during the discussions. If you agreed to
follow up on any points raised during
the negotiations, do it now.
Arriving at Win/Win for
All Parties
At this point, you’re ready to notify the
vendor that you will either accept or
decline the offer as it stands. If you are
accepting, it’s time to sign. If you are
declining, the vendor will likely make a
counter-offer; if the counter is closer
to your goals than the previous offer, you
may choose to accept it now. Remember,
however, that walking away is always an
option if you do not think any of the
vendor’s offers will be advantageous for
your firm.
“Thinking creatively can also assist
in reaching a resolution to an otherwise
untenable negotiation,” suggests
Schwartz. “I have seen many
negotiations that were otherwise at a
standstill that concluded successfully
based on thinking outside of the
proverbial box.”
The toddler may not get her cookie,
but apple slices are a sweet substitute.
Your firm gets the databases it wants at
the price level it wants, and the vendor
keeps your business.
The parking lot negotiation,
however, may not end well—unless
another space opens up that’s even closer
to the stores. ■
Jane Baugh (baugh@woodsrogers.
com) is the director of information services
at Woods Rogers PLC in Roanoke,
Virginia.
announcements
It’s Time to Renew
Your AALL Membership
Renew early for a chance to win a free
2011 AALL Annual Meeting registration
In March, AALL dues invoices for 2011-2012 were
mailed to all library directors for their institutionally
paid memberships and to all other individual members.
The deadline for membership renewal is May 31.
This year, when you renew early—by May 1—you
will be entered in a drawing for a free 2011 AALL
Annual Meeting and Conference registration. If you
renew on time—by May 31—you’ll be entered in a
drawing for a free AALL webinar of your choice in
2011-2012.
Following is the 2011 membership renewal schedule:
March: First dues invoices mailed out.
May: Second dues invoices mailed out.
June: Third dues invoices mailed out.
July: Expiration notices e-mailed to all members—
individuals and those paid by institutions.
August 1: Expired members deleted from the AALL
membership database, and access to the AALLNET
Members Only Section and Law Library Journal and
AALL Spectrum subscriptions discontinued.
For more information or to renew your membership
online, view the application form on AALLNET at
www.aallnet.org/about/join.asp. If you have any
questions about your membership renewal, contact
AALL Headquarters at membership@aall.org or
312/205-8022.
Join Us in Philly!
The program “Getting to Yes for
Your Library: Negotiating Vendor
Contracts in Your Favor,”
sponsored by the Private Law
Libraries Special Interest Section
and the Committee on Relations
with Information Vendors, will be
presented at the 2011 AALL
Annual Meeting in Philadelphia on
Tuesday, July 26, at 9 a.m.
Speakers will be Clare D’Agostino,
assistant counsel to the firm, and
Connie Smith, director of firm
libraries, both at Morgan, Lewis &
Bockius in Philadelphia, as well as
Scott Schwartz, shareholder, and
Loretta Orndorff, director of library
services, both at Cozen O’Connor
in Philadelphia.
announcements
Unleash Your Inner Leader: Apply for
the 2011 AALL Leadership Academy
Law librarians in the early stages of your career—
achieve your leadership potential by attending the
2011 AALL Leadership Academy, October 28-29,
at the Hyatt Lodge in Oak Brook, Illinois.
Train for leadership roles by discovering how to
maximize your personal leadership style while
connecting with other legal information professionals.
Designed as an intensive learning experience aimed at
growing and developing leadership skills, the program
will include assessments, interactive discussions, small
group activities, and mini-presentations.
The academy will feature speakers Gail Johnson and
Pam Parr. Johnson is a widely regarded leadership and
communications expert and holds a master of arts in
communication studies. Parr has extensive business
management and customer service expertise. They
have conducted many leadership programs for library
organizations and will speak at the 2011 American
Library Association Annual Conference.
Applications are due by June 30. For more information
and to apply, visit www.aallnet.org/prodev/event_
leadershipacademy.asp.
Interested applicants should seek to obtain two professional recommendations (at least one from someone
in a supervisory or managerial role). Please send
recommendations to AALL Education and Meetings
Assistant Vanessa Castillo at vcastillo@aall.org.
Selected fellows will have an opportunity to obtain a
mentor and receive ongoing leadership development
opportunities. Apply today!
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