Lawyers and IT: I can't get no subrogation

In over two years writing this column, I've done my best to avoid using too many easy cliches, but my experience over the past few weeks brings to mind an old joke about a frequently targeted profession to which I'll add a new twist. Here goes: How many lawyers does it take to screw in a lightbulb?

In over two years writing this column, I've done my best to avoid using too many easy cliches, but my experience over the past few weeks brings to mind an old joke about a frequently targeted profession to which I'll add a new twist. Here goes: How many lawyers does it take to screw in a lightbulb?

The answer: I've lost count, and it all depends on how you define the word "lightbulb." In my case, the lightbulb I've been trying to screw in for a few months now is a technology services contract of relatively modest value, though the negotiation of the contract is worthy of a deal 20 times its size. To extend the lightbulb analogy a bit further, our first round of suggested changes to the vendor's contract included language that essentially said, "Vendor warrants that the installation of the lightbulb will provide light to the Customer," and the vendor's legal team killed the change and suggested that the word "light" was a bit murky and difficult to clearly define. Ding-ding! We lifted ourselves off the mat to begin Round Two, which is under way as I write this column.

Amid this legal wrangling, I've learned a few new lessons and relearned some valuable old ones. I reaffirmed my belief that a technology services company should not necessarily be evaluated based on its legal department, and this relates to a general notion of how I think business should be approached with technology partners.

Unquestionably, a clear and mutually agreeable contract is a necessary prerequisite for a successful engagement with any vendor, but, with technology, you never want to get to the point where punitive measures in the contract are actually exercised. It's more important to have confidence in a technology vendor's operational ability to deliver on the services promised than to have a brisk legal team. When you have a system outage at 3am, a responsive legal department will be of little help, but a solid technology operations team is essential. In this instance, I made sure to talk to personal contacts who happened to be customers of this particular vendor, and, by all accounts, their service record was spotless. A vendor's legal team is like the person officiating your marriage -- important in the process, but you might not ever see him again once you're married. The vendor itself is the spouse you wake up next to every day for the rest of your life, or the length of the contract, as it were.

A second lesson is that jargon and specialised vocabulary are not specifically endemic to technology circles. Reading through the vendor's contract and speaking to our attorney about it made me realise that when I descend into tech jargon with nontech people just trying to solve a business problem, I must be boring them to death. I need to keep the conversation on a business level to make the discussion most productive. The best way I've found to slog through the legalese was to play mental games with it during the process. (Hint: Plugging legal terms into the Rolling Stones' I Can't Get No Satisfaction is a surprisingly fulfilling exercise. Just think, "I can't get no indemnification / I can't get no subrogation." It works.)

In the end, any solid business should leverage sound legal counsel as diligently as it addresses its technology needs. It's important and absolutely necessary, but after this exercise, I'm looking forward to a brief indemnification from legal discussions as I subrogate my legal concerns with the need to get those lightbulbs screwed in.

Dickerson is InfoWorld's CTO. Read his weblog.

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