When negotiations get rough, step back, calm down, and ask yourself a series of questions about:
1. Preparing an airtight proposal
How much room for negotiation have you left for yourself in your proposal? Did you leave room to explore alternate means of structuring the contract? How many hours will you have to set aside to get the project done? How will accepting this job affect my ability to take on additional work? What would happen if the project is cancelled early?
2. Reading responses carefully and looking for patterns
What is the client looking/asking for? Why did they ask you to remove a specific clause? Why are they still not understanding a specific point or are they stalling on purpose? Are they intentionally rewriting, restating (or misstating) my offers? Why are they rewriting, restating (or misstating) my offers? Do they really want to work with me or do they believe I just fell off the creative turnip truck?
3. Paying attention to the job specs
Has the scope changed significantly (more or less) since you discussed your role? Are they suddenly wanting to bring significant portions in-house? How will this affect your ability to provide the best product?
4. Setting your bottom line and sticking to it
Study the issues at hand and determine what your bottom line is. For larger projects, does it make sense to work for hours only? If you take on the project without a retainer or a fixed(-price) number of hours, how much time will you have to set aside (each month) in order to service the needs of this client? In order to do your best job on this job, will the time you have to set aside restrict your ability to take on other work? Consequently, does the scope of work demand a set project fee in order to provide you with a minimal amount of security for your time?
5. Protecting your rights of copyright
Is the client asking for or demanding "all rights" transfers? Are they requiring you sign a work-for-hire document? Do they expect you to surrender your "original" files (intellectual property (IP)) because they believe that is what they are paying you for? www.Stopworkforhire.com
6. Determining a project fee or hourly rate
Project fees provide you with a set goal and provide the client with a set expectation. Project fees allow you to do your job and provide your client with specific terms within which to operate. In short, it provides a baseline "commitment" for both parties. Sure, commitments can be broken, but at least you got a retainer fee. Why is the client resistant to a project fee?
Hourly fees are optimal for short-term projects. An hourly rate sounds great (you may just make more money), but understand that it also provides you with no recourse and no compensation if the client kills the job mid-stream. Projects with hourly fees are not "scheduling-friendly" jobs. Think of hourly fees as "they-need-you-when-they-need-you" fees and understand that you can't plan for a project engagement of any length. What do you do if, for any reason, the client refuses to pay for your hours?
7. Assessing internal staff
Can you really work with the person in charge of the project? Assess the team - how competent are the major players? They are hiring you for design, but what is the project lead telling you about his view of the importance of design in his project? What will happen to your beautiful design after they bring the work in-house? Do they have anyone on staff skillful enough to maintain the integrity of your design? How many people will be sitting on the design approval committee?
What is your intuition Telling you?
Pay attention to the client's demands and determine what that feeling is in the pit of your stomach. How difficult are the contract negotiations? If contract negotiations are this much trouble ... how much trouble will the client be during the project? If they are asking for so much and offering so little, how does taking on this project benefit you and your business? If you accept an hourly rate versus a project rate, what is the likelihood they will dispute hours and refuse to pay? Why are they insisting on XX?
... If the project doesn't feel right, it probably isn't.
The fact is that every client and every potential project will have positives and negatives. There are no perfect clients (but some are certainly better than others). Frankly, you (the potential creative partner) aren't perfect either. But, as a professional, you need to be able to assess the job and determine whether or not the project / client is worth the risk of acquiescing to too many demands. You have to be able to walk away when the client is simply asking for too much and giving nothing in return. There are very few clients who understand thatdesign is a two-way street. There are even fewer who understand that you, as an independent, are a business partner, not their de-facto employee.
Be smart and protect your interests. No one else will do it for you. By doing so, you help yourself and, by extension, you help your colleagues ... and, your clients.