Dear Tig,

How can I get a client to be more flexible on the terms of a contract?

- Conflicted

Dear Conflicted,

Negotiating contracts is partly an exercise in coming together with mutual commercial interests. It's also partly an arcane mating dance of the virile--complete with strutting, fanned tail feathers and drumming of chests.

Often the stickiness of certain contract terms has a lot more to do with one side proving to itself that it's the controlling party. This problem can often be solved by one of two ways:

• Put a price on the terms. If they want a shorter out clause, make them aware of what the monetary value of that measure would be to your firm. This sets up a volley of horse-trading that lets both sides give on areas where they really don't care about the terms.
• The other method is almost embarrassing in how well it works. This involves one side pretending that a certain term is incredibly important to it. This seemingly life-and-death clause can later be given up with great theatrics in order for the other side to feel like they're winning the battle. I once had to resort to this with a contract between AOL and GM, where I made our indemnification clause a big issue until the very end. This isn't a good business strategy in general, but sometimes you have to assess the negotiators on the other side of a table and make a determination as to how much of a thespian they plan on being. A good rule of thumb is to give as good as given, but no more.

Another sticking point may come when you try to develop a contract with a very large company that makes thousands of agreements per year. Such companies can't afford to have very different terms from contract to contract, and they can prove very inflexible. Sometimes this can be thwarted by signing their version of the contract and having any exceptional terms set out as a separate agreement.

This has the charm of satisfying the person who is in charge of these types of contracts, and foisting the customized contract management onto the person signing the second part of the agreement. This has worked particularly well with media companies and ad agencies signing various customized insertion order agreements.

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Dear Tig,

A couple of times, I've been rejected for jobs for being “overqualified.” I find it oddly embarrassing. The question is: is there any rational basis for such a rejection?

Thanks in advance - Well-Qualified

Dear WQ,

While the best managers hire people they believe can prove better than themselves, there actually is some sense to deeming certain people “overqualified.”

The bare reality of the working world is that most jobs require people to continue doing repetitive work well past the point at which they could be moved up into more responsibility.

Companies are more profitable when their workforce promotion track is slowed down a bit. Salaries are lower, work can be of higher quality and they are able to avoid some of the workplace tensions that happen when one person gets promoted above another. This is why people often find it much easier to get a promotion outside their current company. Most companies have a high degree of over-qualification already, balanced only by the fear of an overly high attrition rate.

So when a firm hires in someone with an obvious degree of over-qualification, they can expect several forms of trouble:

• Co-workers will be annoyed that their already-delayed promotion may look that much further away.
• The new hire will likely develop an attitude--deservedly--of superiority, second-guessing bosses and such.
• The new hire will expect faster promotion and eventually a salary higher than the existing job opening really intends

If they were bigger people than they are, they'd hire the overqualified person and deliberately manage the staff to avoid above problems. But they aren't, and welcome to the working world.

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In last week's column I wrote about some online marketing degree programs, and I failed to mention a great option. MarketingProfs' own Kristine Kirby Webster teaches in the Mercy College (NY) online program that provides an MS in direct marketing.