Riddle Me This You've got questions, and <i>Entrepreneur</i>'s resident king of negotiations has answers.

Readers of my column send their dealmaking questions my way, andbecause many of you face similar situations every day, I'vedevoted this month's column to answering some of thosequestions. Here are three recent letters:

A speaker and attorney in Los Angeles, Marc Diener is theauthor of Deal Power: 6 Foolproof Steps to Making Deals ofAny Size(Owl Books/Henry Holt). You can reach him atMarcDiener@aol.com.

Negotiation Woes

I am about to go into negotiations with a major corporationfor the worldwide retail rights to my product. The company wants toput my product in major retailers and certain specialty stores. Canyou offer me any advice on getting what I want from thedeal?
-Joseph Schulman, president, Mobility Solutions in Lakewood, NewJersey

Consider all your alternatives before settling on this one. Andit's not just about talking to every other major corporationthat might offer you a similar deal. Step back and ask the hard,big-picture questions. For example, are you sure you want a majorcorporation to do your selling and dis-tribution? Is there a betterway to do all, or even part, of it yourself? What kind of businessmodels have others used in similar situations?

If you do want to do business with this corporation, make sureto consider alternatives within the deal. Maybe it should be donein stages. Perhaps you should limit the rights you'relicensing. Maybe you should include controls or an escape clause. Iwould suggest hiring a good transactional attorney; he or she willhelp you ask the right questions.

Home-Court Advantage?

Although I enjoyed the article "The Mighty Pen"(March), I feel it's important that I make one point: While itcan certainly be advantageous to be the one to draft a contract,one must keep in mind that courts will generally rule vague pointsin favor of the party who did not draft the document. So, while onegets more control by drafting a document or contract, he or shealso takes on more risks.
-Seth Koster, owner, Perfect Promotionals and Wholesaling in AnnArbor, Michigan

True. When courts have to make sense of unclear contractprovisions, they sometimes turn to so-called rules of construction,such as the one you cited. But remember, this is only one of manysuch technical rules (applications of which can be contradictory).Regardless, there is a tremendous advantage to preparing your owndocument, even if you're not an attorney. Your wording givesyou the upper hand. Sometimes (but not often) you'll shootyourself in the foot, but in the beginning at least, you'rebetter off if you're holding the gun.

Power Struggle

When entering into important negotiations, how do you tell ifyou or your opponent has the upper hand? Also, how can you use yourposition to your advantage?
-Name withheld

Theory aside, success in negotiation has more to do withleverage than principles. Assessing how you stack up against youropponent will help you choose your best strategy. Part of this isabout power: Which side is bigger, has more resources, has moreoutside influence and can benefit or punish the other side more?But it's also about skill, momentum and greed: Who's gotbetter negotiators? Who's working against a deadline? Who'sgot the best information? Who's the real decision-maker? Whowants the deal more?

Sometimes the answers to questions like those will be obvious.Other times, you'll have to force yourself to see the bigpicture and study your opponent. As negotiations continue, eachside learns more about the other's strengths and weaknesses. Soyou should re-evaluate your leverage from time to time. Thingschange.