Navigating the Limitation of Liability Clause

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This is a podcast episode titled, Navigating the Limitation of Liability Clause. The summary for this episode is: <p>How do you think about risk? What about mitigation and controls? What are the operational requirements necessary to carry out proper limitations of liability? One of the biggest issues I see is that commercial negotiation professionals don’t understand the fundamentals of where to start with limitations of liability. And determining the proper limitation of liability clause can be daunting. In this episode of Negotiations Ninja, Jeanette Nyden—contract professional and negotiation expert—walks through the concepts with me and shares three simple questions that can simplify the entire process.&nbsp;</p><p><br></p>
Learn more about Jeanette Nyden
02:02 MIN
Understanding the limitations of liability clause
12:58 MIN
Procurement and legal must work together
06:00 MIN
How to approach a problem and build cheat sheets
10:52 MIN
How to connect with Jeanette Nyden
02:20 MIN

Mark: Welcome to the Negotiations Ninja podcast, where we develop and deliver the most engaging negotiation content and training in the world. We host negotiation experts, business people, and entrepreneurs, and discuss what works, what doesn't work and how we can improve our negotiation skills. Well, Negotiations Ninja listeners, we get into the weeds today on a discussion about limitation of liability. That's right. If you're in B2B sales or B2B procurement, you know all about this. This is usually where we get hung up the most in all of our Ts and Cs negotiations. We talk all about that today. How to think about risk, how to think about mitigation, how to think about controls, how to think about the operational requirements that are required to carry out proper limitations of liability. Well, this is a fascinating discussion, and if you're good at getting into the weeds on a topic, this is the one to listen to. Take some notes. Enjoy. Hello, Jeanette. How are you?

Jeanette Nyden: Hey Mark. I'm really good. How are you?

Mark: I am fantastic. I am good.

Jeanette Nyden: Good.

Mark: I am so glad that you're here.

Jeanette Nyden: Thank you.

Mark: Because I've been wanting to have this conversation with you specifically for quite some time and for the listeners, just so that you know, we're going to dive into the weeds a bit today and talk about some specific legal terms and conditions that we think that you need to pay attention to. But before we get into that conversation, Jeanette, can you tell the listeners a bit about who you are and what you do?

Jeanette Nyden: I'm Jeanette Nyden and I have a negotiation draft, negotiate, and manage complex contracts for 20 years. I'm a lawyer in the United States for almost 30 years, and I love the weeds. I like to be up sight line. 30,000 feet is awesome. But if someone wants to land on a blade of grass and take a look at it with me, it makes me a happy gal.

Mark: Yes. And that's what we're going to get close to today. For those of you that have commercial sales, commercial procurement background, maybe you've been in M and A before, you understand that the commercial side of the deal is one thing. We talk about price and delivery and warranty and maybe specific SLAs and KPIs and all of the... and scope of work obviously. And all of that is important and really good. But sometimes we leave out the other side of the conversation. We don't necessarily dive into limitations of liability and IP and all that kind of stuff because we feel as though that's something we should leave to the legal team to be able to figure out. But one of the biggest issues that I see with a lot of commercial negotiation professionals is that they don't have a fundamental understanding of even where to start. We are going to dive into that today. I'm going to preface this conversation with a disclaimer, as you could probably imagine. This is not legal advice. This is not advice in general about what you should or should not do. You should still go and seek please professional legal counsel that is either provided by your organization or that you pay for if you're an entrepreneur because they will give you significantly more detailed, specific information that you should be considering. That being said, there is some stuff in here that we think that you should very much pay attention to because it will help you think differently about how you would approach some of these clauses. And it will help to drive some conversation that you would have with that legal counsel. That being said, let's dive into the conversation. Jeanette, open ended question to begin us. With regards to limitation of liability, which I see as probably the most common clause that keeps popping up over and over again, that I feel like procurement and salespeople need to know about. Let's start with why we have it. Why do we have limitations of liability clause?

Jeanette Nyden: To cap the remedy. Okay. That's the bullet point, that's the headline. Now let's start going down to the weeds because I'm in my happy place now. Talking to non- lawyers about legal terms, so cap. We want to put a limit on the amount of money that a wrongdoer owes the party that has experienced the loss. The remedy is the solution for the loss. A remedy could be something like you must manufacturer this part. In aerospace contracts, you may even in bankruptcy, there may be clauses that you must continue to manufacture in order for us to get this military jet out the door or something like that. That's a remedy for a risk event. We usually like to place a monetary number on it. And then a limitation of that liability in the ways that someone who's a non- lawyer wanting to set the conversation up for a discussion is how much would my company be exposed if this risk event happened. Then we want to understand and limit how much financial exposure would be there. I have two examples I'd like to talk to you about why this really doesn't work, this idea of a limitation on liability.

Mark: Go ahead.

Jeanette Nyden: Okay. The first one is a company that does some background checks for suppliers. They come to you, Mark, you're now the CEO of really big international ABC Company. And they say," We have this innovative way of gathering all this data on the internet about your suppliers. And we're going to send this really comprehensive form out to your suppliers. And we're going to be part of the vetting process. No more does your procurement department have to send out this spreadsheet for the qualifications questionnaire? How many employees do you have? Please answer honestly. How much is your revenue? Please answer honestly. Are you privately held? How many affiliates? Please answer honestly. Like we're going to do all that for you." This is a fictional company based on a real coaching experience. The data protection and personal information suddenly gets triggered. The buying company, Mark, your company, your lawyer says," Well, we have to have unlimited liability because of a cyber attack." Okay. That's just not understanding the risk profile. You've got to understand what is this company really doing? And what is the personally identifiable information? It's the name of the account manager from the supplier, that person's email, that person's phone number, and then someone in procurement or compliance or something who would be doing the supplier check. Their name, their email, and their phone number. What's the real breach that's happening here from your company, Mark? It's relatively a low risk and low probability and likely low severity. I now am a hacker, and I have your email and I bombard you with phishing emails to try to get you to click on some document. Yeah. That very well sucks, but is an unlimited liability situation. That's something where our limitations of liability clauses, if you don't understand what's going on and you hear a word cloud or personally identifiable information, you're triggered. People get lost in the weeds and for the real company that I supported, deals just come to a halt because nobody knew how to talk about the real risk involved, how it would play out, how to understand the risk itself, the probability and the severity, and what the mitigation was there, and what controls were in place. Those are key words. Then be able to start bringing down at that cap to a reasonable level that was covered by insurance, which is a part of our control mechanism. That if we do have a risk event that we can afford to pay for that remedy. The other is where we have ideas and rules of thumb that are just flat out ridiculous in the other extreme. This is an aerospace manufacturing company, and they made relatively small components for major airframe manufacturers, Bombardier, Boeing, and Airbus through an extended supply chain, about three suppliers out, an Asian supplier for some sort of a ring or something mis- manufactures an item. It's put into component A. Component A goes into component B. We purchase component C. Our component then is D as in dog and a spot check at our facility for our QA folks says," Oh my God. Under testing, our component didn't work as indicated." Goes into the cockpit, they stop everything. They take it apart, figure out that this one part is defective. They want to go back to the manufacturers, C as in Charlie, and C as in Charlie says," Well, I don't know. We get that from B and it's already in there." Then we do a root cause analysis back to B, and B says," I don't know. We buy it from A." We got the supply chain breakdown, right? The problem is that we don't know how many parts have left before our QA spot checked and found it. We open up a box of let's say of 100. We spot check one. Oh, okay. Now all 99 are hell. But what if we spot checked the box of 100 last month. That one somehow passed, but it still had the defective ring in it. Now somewhere in let's say Boeing or Airbus production.

Mark: Being used.

Jeanette Nyden: Well, they're not being used. They're in production somewhere. Okay. So now we got to stop their production. My client's liability to Boeing is$ 10 million for a$ 10 component because we had to stop their production. We had to recall all these things. But we only buy not even 100,000 of these part C as in Charlie. The limitation of liability is capped to the value of the purchase annual. The annual purchase at that point was less than$ 100,000. There was literally a$ 9 million gap if the risk event played itself out that my client was on the hook for. That's the sales team and the lawyers that support the sales team not passing the risk profile down into procurement to understand that, even though this is only a$ 10 part, we signed up for a 10 million limitation of liability because we would slow down their production line because we'd have to pull them and resubmit conforming parts. Not a good thing. At the same time, we've got now this super extended supply chain where we don't even understand that A is producing this critical part. We put all the liability on C as in Charlie, like you're entirely responsible for all of the subcomponents. But only$ 70,000 worth. Okay. I'll write you a check. Call it good. Now what? This whole idea of let's fight over limitations to liability for a practitioner like myself who loves contract language and who understands commerce is funny to me. Like ha ha, let's understand what's really going on. Can we get manufacturer C as in Charlie to agree to a$ 10 million limitation liability? No. When it went to legal, my last coaching call to my client and a supervisor in procurement at this company was, from now on, from this profile of suppliers, you cannot spot check. It is more cost effective for you to hire someone in QA. You have to start checking all your parts to even avoid getting to the place where now you have to notify Boeing or Airbus. By the way, we need to recall however many parts we think.

Mark: Yeah, because the cost of recall, you may as well have hired someone.

Jeanette Nyden: And we try to run our businesses so tight, so thin on margins. That's someone who earns$ 90, 000 a year with benefits. We can't just put someone on who does nothing but test. Well actually you can. And that's why when I start talking to my non- lawyer clients about the cap that we're starting to get markups and trigger words are used. Gross negligence. Words that have very specific meaning in the law and in the United States can have different interpretations based on what jurisdiction you're in, state jurisdiction, federal jurisdiction, et cetera. Before we start talking about any of that, let's develop our risk profile. What's really going on. And then I used a couple other critical words. How do we mitigate it? Then how do we control it? You mitigate a risk by doing things like beefing up your QA, and you can control the risk by having a very different process for receiving these kinds of parts, for having stop work orders and other sorts of issues that could come up where you could stop something before it gets through production if you're in a manufacturing side of things. You've got all kinds of beta testing on the computer side before you launch something that's got a hole in your Chinese wallet someone could drive a truck through. You also then have other forms of control like audits, right? Audit rights and things like that. Then you have your insurance, which is if all holy heck happens, then that would likely be the funds that you would draw on in order to pay for the loss. Then you have to make sure that your insurance is properly structured to withstand more than one loss a year. If you agree to a 5 million limitation liability cap, and all of your insurance policies are$ 5 million, and you have two incidences in one year, you cannot claim against your insurance. Now you're paying out 5 million in cash. Can you do that? Can you have two risk events happen in a single year that would trigger an insurance payment, things like that. When you start understanding that whole picture, then it makes it a lot easier to look at the limitation of liability cap and have a more fullsome conversation about what we've done to mitigate and control the risk, all the places where we've got as many levers as we possibly can. Then we've got this outlier. We didn't know that there was a hole in our Chinese wall. Now what are we really going to do about it? Can we really allocate the burden to a supplier when there may be complicity by the customer and another third party? Because everything has just gotten so complex. No one supplier alone is wholly responsible for a risk event happening. It's usually partly a customer error, another third party error, partly a supplier error.

Mark: Hey listeners. I want to tell you about another company that I run called Content Callout. It is a thought leadership brand marketing company. Now what does that mean? It means that we take you as an executive or entrepreneur, a leader of a small or a medium sized business, and we turn you into a thought leader online. We take your personal brand, and we amp it up to 11 so that you can lead with confidence, knowing that people will recognize you, recognize your brand, and recognize your business because of the thought leadership approach that you've taken on social media through content creation and content distribution, as well as engaging with all of your following online. How do you get involved in this? Easy, easy, easy. Just go to contentcallout. com/ getstarted. And you will see there three different options that will allow you to take your thought leadership brand for yourself and for your business to the next level. We are super excited to talk to you about this. We've seen some massive growth with the businesses that we've been working with. Very, very exciting time for us. Look at that. We appreciate it. Now back to your show. I think that's why it's so important that for the people that are listening that are non- lawyers to understand that you can't just hand off the Tc and Cs discussion to the legal team. You need to be present in the discussion with them to help them understand what the scope is so that they know how to apply the liabilities. They know how to apply the limitations because otherwise it's going to be a fruitless conversation. They're going to try and maximize obviously, which makes sense. They're going to try and maximize the risk transfer to whomever you're doing business. They don't want to take on any risk because they may not necessarily understand what the scope is. They're going to transfer as much risk as humanly possible contractually to whomever you're doing business with while trying to minimize as much risk on their end. But if they understood the scope and they understood what was actually being done, and they understood the business, which you need to be there to help them to do, then they would be able to better apply the division of the risk that may be available. They may be willing to say it. Well, we might be willing to take on this risk because the probability of it happening is so low that it's not that big of a deal, or we may want to actually transfer more risk. Right? We don't want a limit of the cap only to contract value. We want to increase that cap to something more significant because this is such an integral piece or such an integral part. I think for the listeners that are listening in right now, it's so, so, so important for you to understand that you can't just shift responsibility, the terms and conditions discussions to the legal team without first helping them understand what's involved within the business, what's involved within the scope.

Jeanette Nyden: Absolutely. And so what I did for a client to start making this more practical and less theoretical is for both clients working with the person that I was assigned to support to try to determine how do we talk about this? Going back to the first company, supplier qualification. With that, I talked to the lawyer and I said," Okay, what are some of the things you would feel comfortable having on the sales side, the account managers pass along to the clients? What would you like them to say so that when you finally got it, it was properly positioned?" I did that conversation. Then I talked to the Chief Information Officer. Got some slide decks where he had tried to explain data processor. We're not really even collecting data under the EU definitions, but I can understand why they think we are. I sorted through all the slide decks and had a quick conversation with that person. Then I created a cheat sheet for them. Quite literally. Client says this in italics. A, say this. B, say this. C, say this. Because I'm a lawyer, I love cross referencing. It's like, A, say this. This is what I'll say Joanna in legal. This is what Joanna in legal says. Use these words. Cut and paste from this document into your email. Thank you very much. B as in boy. This is what Pierre, the Chief Information Officer who is lovely and French and had a lovely accent. It was quite fun to talk with him. This is what Pierre says, and here's the slide deck where he outlines blah, blah, blah. If you need to, just attach a PDF of the slide deck. I mapped it out for them so that the account manager could start taking on more responsibility. But also demonstrating to the customer. Wait, this is the only thing we do in the world is supplier qualification for this particular industry. That's all we do. No more stupid spreadsheets that people have to fill out. We do it for you. As a result, because we're the expert, we've thought about all the different places where there could be risk. A lot of people think, well, we shouldn't talk about that where there's risk. No, you do want to say," Oh yeah, we know that there's a risk of X." Then the Chief Information Officer is wonderful. He's like," We've built in all these redundancies and within X number of days that we've completed this supplier profile, we delete all their information, but we just don't delete it like I delete it, and it stays in my recycle bin for 180 days until my person who helps me with my computers, well, of course you're not working because you have all this junk everywhere." But they actually did it properly, and they develop certain redundancies. Once we were able to explain that, then I could convince the sales team it's okay to talk about risk. Yeah, you're absolutely right, Mark. As the CEO of the fictional company, you're right. There are these risks. The four typical risks are A, B, C, and D. This is how we handle them. Here are the magic words. I got an email back from them just two months ago that their sales cycle has dramatically reduced in duration because they now have the confidence to address probably 80% of what comes up.

Mark: Yeah. I find that's the key is being able to have something that gives you the confidence to be able to talk about that. But I find that so many teams, regardless of what side of the table you sit on, whether it's sales or procurement, you feel as though it's too big. It's too complex. Therefore we shouldn't even touch it because it's too complex. But the reality of the situation is that if you think through it fairly logically and as a process, it actually becomes fairly easy for you to talk around it and talk about it. Now, obviously there are some specific things that you're not going to be able to handle, especially when it comes to crafting specific language because you're not a lawyer. Then yes, you got to bring in the legal team to be able to talk about that. But if someone is asking you general questions about the application of risk, then those are things that you should have already developed in your sales process or in your procurement process so that you can have an intelligent discussion about it. We're not dealing with generally speaking, we're not just dealing with widgets. We're dealing with some complex negotiations and some complex services. You've got to know how to have that conversation. Now when you have these conversations, Jeanette, is there, when you chat with a procurement leader or a sales leader, is there a specific way that you like them to think about first approaching this problem? Then how do you build out your cheat sheets or your slide decks from there?

Jeanette Nyden: Okay. Let me say that sales and procurement are different. They're different personalities, different roles, lots of differences. There are many in procurement because they're so new to procurement because we're seeing a lot of the baby boomers retiring and a lot more millennials moving into leadership positions that they haven't had enough time to understand risk where it's not standard. Like the company doing the supplier qualification stuff. Those risks are not standard risks. The first thing I need to identify with the team is if this is a situation where the sales team needs to be the expert, then they need to own it, and they need to drive the conversation. They need to master the language, and they need to understand and go right up into the white line that legal sets. You can talk about everything and get it all the way up to here and then move it over. But you have to have all the emails crafted and the conversations and send over the deck as the PDF, so that when I, Joanna, get involved, the customer's primed because this is unique. They think this is like AWS Cloud exposure, unlimited liability. This is a name email and a phone number that after 10 days after the data is collected is completely wiped. Let's set the stage because we're the experts. There are times though when procurement has to be the expert, where procurement needs to run that risk profile before it's going to go out to a competitive bid, and they really need to understand what they're buying and what the risk profile is, where they need to have come to Jesus conversations with stakeholders about the ways in which their own organization may contribute to the risk event or a third party interaction may contribute to the risk event, so that we in procurement can then design a statement of work and terms and conditions that can help mitigate it. There are different kinds of things. If I'm on the procurement side, and I feel that I must understand and own the risk, then I'm not going to go to the supplier and expect their expertise until I've down selected to the one. If I'm buying something that looks fairly off the shelf, and the company that does the supplier qualification does this for multinationals for the last 10 years across the world, I don't need to understand what the risk profile is to my company at that level of depth. We have to understand the different roles and things like that. Both are the same in the sense that whoever's going to own the risk better darn well understand what all the risks are and then there's a different sense of responsibility. For example, all next week, I've got actually five phone calls over the next two weeks on establishing the amount for a letter of credit and understanding the liquidated damages profile. We're not even going to get to the limitations of liability until the very, very end on the procurement side until we understand what we're going to ask for a letter of credit, why we're asking for it, and what circumstances we can trigger it, and why we have liquidated damages, where the milestones have liquidated damages, and what the potential exposure could be. We get that puzzle mapped out and then we had insurance review everything. We already understand what all the limits are on insurance. Now we've got that puzzle. Now I feel confident being able to go back to legal and saying," Okay, these are the changes to the limitation of liability clause that the down selected supplier would like to make. Why I think based on my risk analysis, they are or are not valid only from a commercial aspect." Now I am a lawyer. So I can say to fictional Nancy in legal," Listen. They're changing these definitions, and I'm not an expert in that state. I'm not licensed in that particular state. I'll just flag. Listen, they changed this word here and this word here. I know because I'm a lawyer, these two words mean different things. The words that they substituted and words that they struck that were ours." You figure out whether that's going to be a big deal under that state law. But from a commercial aspect, I think we can cap this at$ 20 million and feel fairly confident because this is how we have the insurance structure, the limitation, or the letter of credit structured and our liquidated damages structured. In the oh holy heck moment, when everything happens, realistically, this is how it's going to play itself out. I even did a bankruptcy profile. If they go into seven, there's only two vendors in the United States that can do something right. It's like, okay, if A fails, B's going to have to come and step in. If we choose B and they fail, A's going to have to come in and step in. We don't have a lot of wiggle room. I had to do bankruptcy profiling too. Well, if they're a seven, this is what would happen. If it's an 11 reorganization, this is what would happen. To make sure that we could still get our high value, critically important, high risk stuff done. But that's on the procurement side. We're not really including the supplier. We're going to go back to the supplier and tell them we're not inviting a conversation about this. There's these two very distinct ways you've got to understand. Are you driving the risk? And are you telling? And it could be the supplier side or the procurement side is doing the telling. It just depends on why the supplier's performing that service. How do they fit into the larger picture? Is that making any sense at all?

Mark: Makes total sense to me. What you're saying is the only way to really make sure that you fully understand and appreciate how you're going to apply any kind of limitations around liability is to make sure that you fully understand and appreciate the work that's being done. The risks that are being potentially realized, or the risks that might be realized. What the mitigation strategies are around each of those risks, what the controls are that we have in place to make sure we're managing the mitigation of those risks, and to make sure that we have the operational plan to actually even carry it out.

Jeanette Nyden: Correct.

Mark: Because otherwise it becomes a guessing game, which is why we get into situations. I think and a lot of the time in negotiation where we're like," Well, we want to maximize this." And the other side says," Well, we want to maximize that." And now we're fighting over positions instead of really understanding the business.

Jeanette Nyden: That's correct. And as a negotiation expert, Mark, you really understand that. Now you've just got a tug of war. You've got two people in business suits with a white flag on the rope, pulling on each other, and you're making very little progress over the center. But before we freak people out and make them think that they are wholly incompetent and unable to do this and can I do it, as much as I'd like to talk to them, there's got to be middle road. The middle road is that a lot of companies have everything that I've talked about, but it's in pieces. You've got to put the puzzle together.

Mark: That's right.

Jeanette Nyden: What I would say is the number one takeaway for anyone who's sweating, whether they're procurement or sales right now, listening to me is take a deep breath. Your company has it. But you just may not know about it. First thing to do would be to start asking some questions of the safest person, whether it could be a more senior colleague or your manager and say," Oh, I listened to this podcast about risk." Let me give you like three things I want you fictional person to go ask your safe person, colleague, or boss. Is number one with this particular service, who should be in charge of the risk conversation? Should my company, as a supplier be in charge because we do this all the time? We only do one thing, and we understand it, and our clients don't. Or if I'm in procurement, should we be in charge? Because this is something very specific that we're hiring for our company, as opposed to something that's off the shelf. Because right now, who's in charge of risk gives you a break. If you're not going to be in charge of risk procurement because you're buying that's off the shelf, then you go down a different road. If you are the person that's then in charge of risk, then the next step would be, how have we talked about what the major top three risk events could be? What are they? If I'm on the customer side, it's obviously supplier performance is a major risk. They don't manufacture the thing, they don't deliver the thing, they don't install. The thing gets installed, it breaks. Breaks after the warranty period. It breaks something else along the way. We can figure that stuff out. And on the supplier side, if you're in cloud services type of things, it could be, I get Mark's email and now I can phish him, and he clicks on the link, and he thinks it's legitimate. And I go in and I freeze up his computer. Worst case ever is ransomware. Well, how the heck would that happen? You start thinking through that. Then the third question is, well, what are we doing to make sure it doesn't happen? These are super simple questions. Mark, what are you doing to make sure you don't click on a phishing email? Well, I don't trust emails from anyone that I don't know. If I think Mark, Jeanette is emailing me, but why would she send me an invoice? She and I don't work in that capacity. Don't open the darn invoice. Email me and say," Did you just send me an invoice?" How can we develop some strategies to make sure that wouldn't happen? Whatever that thing, that risk event is. Now, there's always going to be outliers. There's always going to be stuff that's like fantastical. We couldn't have imagined or whatever. But for the most part, those questions are going to be super helpful. Who's responsible for the risk? What are the top three risks that because somebody at some pay grade has figured it out. I can promise you. Whether they've communicated it to you in purchasing and you in sales is a whole nother conversation. But someone's thought of it. Then number three, what are we doing about it? Those are very simple questions that you can start a conversation. Everyone can just take the Jeanette deep breaths, like. That's what I'm talking about. Those are simple. If you can learn to talk about it that simply, then you will rock every conversation about what the limitation of liability should be.

Mark: Yes. Love this. Love the way that you ended that conversation. So perfect. Now my guess is there's going to be a number of people in procurement leadership roles or sales leadership roles that go, holy shit. We have no idea what to do, where to start. We need someone to guide us. We need to call Jeanette. How do people get a hold of you online?

Jeanette Nyden: My email is jn @ jnyden. com. You can reach me. That's the best way, better than phone. I don't even get phone messages anymore. And my website is jnyden. com. You can get all kinds of free stuff from there. My books are on sale at Amazon. If you just type my name, Jeanette Nyden, you'll get my books, four of them. The last book, Mark, this is the best deal of all. My last book has all of the cheat sheets in it that a contract professional sales or procurement needs. Not the negotiation stuff that you do with your Negotiation Ninja, but the actual cheat sheet, like does this service provide a service to our customer's customer? If yes, that's a risk, and it's highlighted in yellow. If yes, this is a risk, so you know what to do next. Oh, okay. How are we mitigating the risk? Because the service comes to us, through us, to an outside customer, someone who walks up to window and buys something or whatever. I would encourage people to look at that if they really want those checklists. And definitely, Mark, keep training these amazing people on how to negotiate and get the strategies developed because without a strategy, the checklist may not be quite so effective.

Mark: That is right. Well, folks, what I would recommend to you if you're listening in on this and you're thinking to yourself, you're a procurement leader, you're a sales leader. You do complex B2B sales, complex B2B procurement. I would highly recommend a conversation with Jeanette. I think that's a good place to start because if you don't have the playbook, if you don't have the cheat sheets, it becomes significantly more difficult to be able to know what the next step is. Have the conversation, reach out to Jeanette, enjoy that conversation because I know that I always do. In that, thank you so much for being here, Jeanette. And thank you so much for investing your time into this.

Jeanette Nyden: Thank you, Mark.

Mark: Hey friends, thanks so much for listening to this episode. If you enjoyed it, please share it with friends and colleagues so that they can benefit from it as well. If you find Negotiations Ninja podcast worthy, please go on to iTunes and give us a cool rating with a nice review. We certainly appreciate every single one that we get because it helps us to understand who is listening, how they're listening and what it is they like. If there's something that you would like me to discuss around negotiation influence or persuasion, give me a shout. You know how to reach me on social media or you can get me on my website, which is www. negotiations. ninja.


How do you think about risk? What about mitigation and controls? What are the operational requirements necessary to carry out proper limitations of liability? One of the biggest issues I see is that commercial negotiation professionals don’t understand the fundamentals of where to start with limitations of liability. And determining the proper limitation of liability clause can be daunting. In this episode of Negotiations Ninja, Jeanette Nyden—contract professional and negotiation expert—walks through the concepts with me and shares three simple questions that can simplify the entire process.