If you negotiate software or SaaS deals, two books will do more for you than any “closing tactic” ever will: Getting to Yes and Difficult Conversations. Both come out of the Harvard Program on Negotiation, and both work on real deals, not just in theory.
One of the most important skills of any top SaaS attorney is the ability to negotiate and deal with difficult situations. I have read so many negotiation books that they all start to sound alike. But I go back to these two again and again, because they work time after time.
Getting to Yes.
By William Ury and Roger Fisher. Subtitle: Negotiating Agreement Without Giving In. Amazon link.
The whole book turns on interest-based negotiation instead of positional negotiation. The idea: find out why the other party wants something, rather than fighting over what they say they want. It sounds simple, and it gets forgotten constantly. In a SaaS deal this is the difference between arguing over a number and solving a problem. When a customer demands an uncapped indemnity, the position is “uncapped.” The interest underneath is usually “I am scared of a data breach I cannot control.” Once you hear the interest, you can offer a tailored security commitment and a sensible cap that actually addresses it, and the deal moves.
Difficult Conversations.
By Douglas Stone, Bruce Patton, Sheila Heen, and Roger Fisher. Subtitle: How to Discuss What Matters Most. Amazon link.
This one is about how to have productive hard conversations, from a tense redline call to a talk with your spouse. It tackles the part most negotiators ignore: the emotional layer. Emotions drive negotiation outcomes whether you acknowledge them or not, so the skill is naming them and working through them instead of pretending a contract negotiation is purely rational. On a stalled deal, the unspoken “I do not trust this vendor yet” is doing more work than any clause.
Why These Two Books.
Who is behind them? The Harvard Program on Negotiation. In my humble opinion, this group is the best in the world on how to negotiate. No gimmicks, no one-liners, just some of the deepest thinkers on how to negotiate in any arena. Any top software company should give them a read. They pair perfectly with the vendor-side mindset I write about in Software Negotiations or SaaS Negotiations, where the core move is educating the buyer about your model.
How I Use Both in One Negotiation.
These two are not alternatives, they work as a pair. Difficult Conversations is what you reach for early, when the relationship is still cold and the other side is guarded. You name the tension, hear their real concern, and lower the temperature. Getting to Yes is what you run once people are actually talking, when you trade positions for interests and start building options that work for both sides. The pattern I use on a hard software deal: first make it safe to talk, then make it about interests, then put a few options on the table instead of one demand. Most stalled SaaS negotiations are stuck on emotion, not on a clause, and that is exactly the gap these two books fill. For the bigger picture, here is my overview of software license agreement negotiations.
I hope this helps. Trust me on this one: read both.
Frequently Asked Questions.
Which book should I read first? Start with Difficult Conversations if the deal is tense or the relationship is new, because it lowers the temperature and gets people talking. Move to Getting to Yes once you are trading interests and building options.
Are these worth reading if I am not a lawyer? Yes. Both are written for anyone who negotiates, not just attorneys. Founders and sales leaders on the vendor side get just as much out of them as counsel does.
Do these replace having a software attorney on the deal? No. They make you a better negotiator, but they do not draft your liability cap or indemnity. Use them alongside counsel, not instead of counsel.
Resources:
Software Negotiations or SaaS Negotiations
Where to Go for Software Negotiation Training
Disclaimer:
This post is for informational and educational purposes only, and is not legal advice. You should hire an attorney if you need legal advice, which should be provided only after review of all relevant facts and applicable law.
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