Imagine that you are an engineer packing a space vehicle for flight. You’d include what you’d intend be used and toss in some backups – but you certainly wouldn’t include anything that won’t be required.
The same rule holds true with provisions in contracts, from seemingly simple employment agreements to inch-plus thick exclusive contracts.
No matter what the other negotiator says, no matter how lovingly she explains that section such-and-such is simply “corporate policy,” and no matter how wonderful your relationship with her (“She’d never screw the group over, we’ve known her for years!”), each provision in an agreement is a tool that’s intended to be used.
For your safety, consider the phrase “intended to be used” as including “against you.” Just as in packing for a space flight, there is no extra baggage in that contract.
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Mark F. Weiss