Contracts. Read them.

I have to assume that the vast majority of people who sign contracts don't read them. That's about the only justification I can imagine for some of the contracts I've seen recently. The people drawing them up are working on the assumption that they will never have to justify what they've written. Like the proverbial grad student inserting a $20 bill into their thesis at the campus library, they insert clauses almost just to prove no one will ever read them.

I've recently emerged from a bruising colocation facility selection process. The pain wasn't in finding the location with the right set of features. I was able to do most of that from Google. No, the pain came after the selection was made and the wrangling began.

The first colo I picked was absolutely perfect. Great prices, great facility, a wonderful set of features. When I got their contract, I almost gagged. It was filled with every imaginable abrogation of duty imaginable. And the all-time worst ever contractual clause I've ever seen:

"Customer shall at all times before, during and after the term of this Agreement bear the entire risk of loss, damage, or destruction of the Equipment or any part thereof, from any and every cause whatsoever."

That one gob-stopped me. My first thought was that this was one of those firms that worked on the assumption that they should over-reach to begin bargaining and give up only what they had to. I figured I could bargain them back into the realm of reason and make this marriage of convenience work. So I worked with our legal people to return them a red-lined version of their contract that over-reached ~almost~ as much in the other direction. Two could play that game, right?

The contract came back and our changes were, to my surprise, largely accepted. Except for what I will refer to as the "Everything is your fault" clause I cited above. Again, I was mystified, so I got on the phone with the sales guy and tried to make him understand what my concerns were.

I said, "Let's assume that, due to negligence on your part, a leak developed in the ceiling over my servers. Let us further suppose that, as a result, an entire cabinet of servers is destroyed. Who's responsibility would it be to pay for those servers?"

He said, "Well, according to the contract, yours."

"And do you see why I might object to that?", I asked.

He granted that he could see why, and said he'd talk to the lawyers again. He was also a little surprised by the discussion because people generally never argued about anything but the price. He didn't think anyone else had ever noticed the clause.

The ending of the story is only marginally happy. Their lawyers didn't budge. They said they couldn't both accept responsibility and keep their prices low. We parted ways and I found someone slightly more expensive and slightly less objectionable. But there is a moral to the story.

Read the contract before you sign it. All of it. Even if it leaves you cross-eyed and incoherent. Know what is in the paper you sign. You can bet the lawyer on the other side knows.