A focus on what’s fair may lead you to reject deals that make economic sense, or to accept deals that don’t, according to David Tollen in his book The Tech contracts Handbook (second edition). The better question is: would doing the deal under these terms be more profitable than not doing it?
This concise book provides precedents for a broad range of IT agreements, but it is unusual in that it specifically explains each clause in a manner designed to be understood by someone with no previous legal knowledge. In my opinion it is simply not possible for one book of this size to provide all the education necessary for the reader to produce a high quality agreement, but the book will be very useful for:
The book has been written with regard to terms suitable for IT agreements in the US. Most of the terms will also be suitable for international agreements, but local advice for each country is advisable, particularly with regard to tax treatment of payments and any terms which might be unlawful according to local law or terms which might be implied into the agreement by local law.
I disagreed with the author’s statement on page 18 that “arguably, public performance rights are implied by the right to reproduce or use software with audio or visual content, even if not specified”. Nonetheless, this is in my opinion the best plain English book on the subject of IT contracts that I have read, and I highly recommend it to business people and their advisers.