You've found the perfect hotel for your meeting. It's got a great location, you were able to negotiate a good room rate and concession package, and your meeting space flows well too. You ask the hotel to send you a contract to secure the deal. You review the 14-page document and realize that while the business issues are acceptable, the hotel's terms and conditions (T&Cs) are giving you reason to question your decision.

More and more organizations are combating this issue by creating their own standardized contract template or by attaching an addenda that is intended to override the hotel's T&Cs. When hotels receive these, they often need to send your requests up the ladder, perhaps even to "Corporate" for review. When the contractual process escalates on either side, the transactional costs increase - and the likelihood of getting the deal done decreases.

Some of the most commonly contested T&Cs include:

• cancellation and attrition (profit versus revenue, mitigated versus liquidated damages)
• force majeure (acts of God)
• indemnification
• multiple liabilities for performance (attrition and room rental)
• room rate protection (lower rates available through other channels, future rate formula, availability of rate after the cut-off date)
• master account payment and deposits.

While all of these areas could have little to no impact on the spend of the group or the revenue to the hotel, each carries a potential risk that must be evaluated and managed by the parties trying to complete the deal.

Hotels and groups are both gravitating toward their favorite clauses for each of the areas mentioned above and all too often find themselves in a stalemate because of their preference for their own verbiage or legalese. High-performing organizations will educate their "deal makers" on the components of these T&Cs instead of advising that they adopt a take-it-or-leave-it stance.

If you as a planner find yourself at a stalemate, try a negotiating position that is not focused on legalese, but rather on business intent.

Example 1: You want a force majeure clause that:
1. is reciprocal - works for the hotel and the group
2. is not limited - applies for unforeseen circumstances out of the control of both parties whether they are listed by example or not
3. provides protection - in case of partial performance, as well as full cancellation.

Example 2: You want an attrition clause that:
1. encourages the group to make adjustments in advance
2. is able to be calculated by both parties
3. does not make the group liable for more than 80 percent or 85 percent of the total block
4. compensates the hotel only for its lost profit … credits resold rooms, including rooms not coded to the group that are part of the group
5. is not coupled with other liabilities associated with guest room pick-up
6. is not payable any sooner than the master account terms. Tell the hotel that you will agree to a clause that properly protects your organization and that adequately addresses these issues. This approach will result in fewer deals stalling over legalese and help close the gap on business intent versus verbiage.

° Dave Lutz is managing director of Velvet Chainsaw Consulting, www.velvetchainsaw.com, a business improvement consultant specializing in the meeting and event industry. His company assists organizations in realizing top- and bottom-line growth by delivering customer-focused solutions in business development, best practice and process improvement, strategic planning, and training.