Molesworth self-adjusting thank-you letter: Difference between revisions

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====What we cannot change====
====What we cannot change====
We know we cannot stop legal eagles in our clients’ employ sending outrageous legal terms. That is their prerogative. You would sooner [[King Cnut|stop the tide washing over your throne]], or nail jelly to the ceiling. What we can instead do is ''accept'' it, as it is, without amendment (barring adding your name and address).  
We know we cannot stop legal eagles in our clients’ employ sending outrageous legal terms. That is their prerogative. You would sooner [[King Cnut|stop the tide washing over your throne]], or nail jelly to the ceiling. What we can instead do is ''accept'' it, as it is, without amendment (barring adding your name and address).
This will make ''their'' legal team happy — though is that a tremor I detect in your ''own'' trousers, counselor? Fear not: there is a “[[but]]” coming up.<ref>{{but}} — ''Game of Thrones''.</ref>


This will make ''their'' legal team happy — though is that a tremor I detect in your ''own'' trousers, counselor? Fear not: there is a “[[but]]” coming up.<ref>{{but}} — ''Game of Thrones''.</ref>
Sign it, and send it back. ''With a little note attached.''


====What we ''can'' change====
====What we ''can'' change====
We accept it as is, only with a “[[but]]”. This [[but]] is the following:  
We accept it as is, only with a “[[but]]”. This [[but]] is the following:  
{{quote|We accept it subject to the following overriding principles, which will prevail where they don’t match what is set out in the agreement:
{{quote|As you can imagine, we review a lot of forms of [[confidentiality agreement]]s. To progress with business opportunities as efficiently as possible, we have taken a commercial decision to accept client forms without review, as long as our clients agree to the following overriding principles, which will prevail where they don’t match what is set out in the form of agreement:
*We agree to keep confidential the non-public information you give us relating to the project. The agreement does not apply to any other information and does not create any other legal obligations between us.
*We agree to keep confidential the non-public information you give us relating to the project. That is the scope of this agreement. It does not create any other legal obligations between us and it does not apply to any other information.
*We accept [[Contractual damages|legal]] and [[equitable remedies]] for ordinary [[breach of contract]]. We will not be otherwise liable to you under this agreement.
*We accept [[Contractual damages|legal]] and [[equitable remedies]] for ordinary [[breach of contract]]. We will not be otherwise liable to you: no indemnities, no guarantees.
*At your request, we will return, destroy or put beyond practicable use (at our option).
*At your request, we will (at our option) return, destroy or put beyond practicable use your confidential information.
*We will only share [[confidential information]] you give us within our organisation on a need to know basis, but may share it with our professional advisers, on whom we will impose an equivalent duty of confidentiality.
*We may only share [[confidential information]] you give us within our organisation on a need-to-know basis, but may share it with our professional advisers, on whom we will impose an equivalent duty of confidentiality.
*We may disclose information to regulators to the extent it is reasonable to do so. We will not disclose any more than we consider necessary, but will not notify you where we do make such a disclosure.}}
*We may disclose information to regulators where it is reasonable to do so, but we will disclose no more than that. We do not have to tell you where we make such a regulatory disclosure.}}
 
===This won’t work...===
[[Legal eagle]]s will of course recognise this as not an [[acceptance]] at all, but a ''[[counter-offer]]''. This being the most elementary aspect of contract law, it will not be lost on your client’s [[legal department]] either. Nor should it be: it is not meant to be a trick. It ''is'' a counter offer.
 
Why does this advance anything? Well, like so: it shifts debate from your client’s laborious tract to your brief one. You have stated your position succinctly. Your client can, on its own dime, work if your proposal is fair (it is, by the way). This aligns interests correctly: since they have elected to serve up a Biblical agreement; they can trawl through the damn thing, if they must, ensuring your headline counterthrust doesn’t undermine their vital protections (it doesn’t).
 
But it obliges your client to bring to ''your'' attention any non-standard points it wishes to hold you to, rather than expecting you to find them in its byzantine peroration. In any case the worst outcome is that you have moved the theatre of conflict from a sprawling tract of impenetrable verbosity to a half-page of bullet points. But there will be many clients who will just agree it.


{{sa}}
{{sa}}
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