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That's something that I've done with data processing and security contracts for the last 4 or 5 years. It's an addendum to the main commercial contract and is deliberately long. Almost all of it is non-exceptional "just do it right" kind of stuff, but there are a handful of clauses I've put in that absolutely no company could reasonably agree to. If they agree to it without challenging those clauses, I then know that I am going to need to grill them on the detail of everything that they do. It's proved very effective for me.

edit: I actually refer to them as my "Brown M&M Clauses" too!



Same thing with software outsourcing contracts to China (for instance). On purpose, send the half-finished specs. You know there are huge gaps in the specs, they can't be implemented without asking clarifying questions. What does the outsourcing vendor say? We read the specs, we understand them very well, no problem, we'll do it. Fire vendor.


What are some examples of these clauses, if you don't mind sharing them? Presumably you don't actually ask for brown M&Ms, but rather for something technical and infeasible.


for example, the right to audit their premises at our convenience and their expense without giving notice.

There is a legit requirement for us to be able to audit, but placing the other conditions on it makes it, at the very least, unreasonable but the "without notice" bit means that if they agree to it we have can disrupt their business at our leisure (since an audit requires their resources to conduct too).

another example is requesting infeasible levels of application logging, insane retention periods, and onerous evidence that they're acting on that information.




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