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Negotiating Business Deals/Work contract with a pre-financing startup


Hi Philip,

I've been offered a six month contract with a startup company in the entertainment sector.  The work is specific to my professional expertise and a good opportunity for me.  The pay is good.

The CEO believes the company's financing (500K) will come within the next 30-60 days.  The contract is worded such that my six months begins as soon as the financing goes through, as does my compensation.  However, since the work begins immediately, the contract also specifies that I'll receive a bonus equivalent to one month's pay if the financing happens after January 1st.  

What the contract does not specify is the outside limit of that unpaid work period.  The spirit of the deal seems to be that financing will come in 30-60 days.  But technically speaking, it seems I could work many months and only be paid the single month's bonus, if the financing happens at all.

The x-factor here is that this whole situation is based on a rebuilt business relationship that previously went south.  Both sides are being careful to re-establish mutual trust, and I don't want to ruffle feathers by asking about this one point if it's essentially a non-issue.  That said, the guys running the company are both attorneys, so I do want to be careful.

The contract is otherwise very fairly worded.  

Any advice appreciated.


Your instincts are good.  I actually had a similar case some years back, except the condition for getting salary was not financing but an IPO.  The CEO decided not to do an IPO, and that blew two years of salary that had been conditional.  I found another pressure point, outside the contract, to make the company (now quite successful) pay the man his money and then some.

What if they get, say, 50, 80 or 90% of the financing sought? So then you give them months of free professional work?  Does that not ruffle your feathers?  

Do not let your concern for re-establishing a business relationship color or cover your need to protect your interests.  Especially when dealing with a couple of lawyer/businessmen, get a lawyer to speak for you and both protect your interests with good language and negotiate without the emotional patina that currently is making you feel and act one down.

BTW, take a look at this article:

Negotiating Business Deals

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Philip L. Marcus, J.D., Attorney at Law


My range includes any type of business negotiation in North America, but no divorce or child-custody issues please. I welcome your asking about situations where you want to maintain civil relations with the folks across the table, while making a successful, sustainable deal for your side.


Attorney and business manager/owner for over 35 years. Author of "Zen and the Art of Negotiation: Successful Negotiation for People Who Hate to Negotiate". Delivered negotiation seminars to professional groups, chambers of commerce and at MIT.

Beaverton (OR) Chamber of Commerce. American Bar Association.

Baltimore Business Journal, Howard County Business Monthly, book entitled "Zen and the Art of Negotiation: Successful Negotiation for People Who Hate to Negotiate" published by (2010)

J.D. from University of Maryland. Bachelor's and Master's in engineering from MIT.

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