​​​​​​​​​​​​​​​​​ THE BOURNE FIRM

​​​​​​​​​​​​​​Experienced on-demand general counsel for small to mid-sized companies not yet ready for full-time general counsel. 

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Contact  : jon@thebournefirm.com  (  303.765.2436
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Choose your battles. 
Focusing on critical issues in contracts, as a general rule, is prudent practice. It is even more important in government contracts. Restrictions on negotiability can be extreme. Choosing your battles can save time and effort without compromising results. Here are five key considerations: 
  • Vote early but not often. If you wait to negotiate a government contract until it's been awarded to you, you may be out of luck. Many requests for proposals provide that submission of a proposal constitutes acceptance of the contract terms and conditions, absent exceptions expressly stated in the proposal.  

  • Limit your liability. Limitations on liability can be a key part of risk management. Without them, relatively small deals in terms of revenue can become big ones based on liability if something goes wrong. A simple contract clause can save the day.

  • Restrict indemnification scope. Indemnification provisions in government contracts sometimes lack common exceptions. Check them carefully. Otherwise, you may end up paying the government even if you are not at fault.  

  • Know what you own. Are you bringing key intellectual property to the deal that you want to keep? If so, be wary of the potentially broad scope of intellectual property provisions. If you are not, you inadvertently may lose a critical component of your company's value. 

  • Understand the trump. Government contracts commonly are composed of multiple documents. Some parts prevail over others. A request for proposal typically takes precedence over a proposal. Standard terms and conditions often take precedence over all else. Understand your priorities. Choose your battles. That way, won't have to pick your poison. 
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