In Episode 155 of “The Trusted Advisor,” RSPA CEO Jim Roddy talks with RSPA General Counsel Atty. Jill Miller about contract landmines in today’s reseller agreements, previewing her RetailNOW 2026 breakout session.
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Full episode transcript via Apple Podcasts:
00:00:01.500 –> 00:00:03.280
Roddy: Hi, Jim Roddy here from the RSPA.
00:00:03.280 –> 00:00:08.920
Roddy: I wanted to chat with you for a minute before we started today’s pod to make sure that you’re aware of two things.
00:00:09.020 –> 00:00:11.300
Roddy: The first is just a point of personal pride.
00:00:11.300 –> 00:00:20.920
Roddy: If you’re watching us on the RSPA YouTube channel, you can see over my shoulder here, the small rally towel with the GU logo standing for Gannon University.
00:00:20.920 –> 00:00:22.260
Roddy: That’s my alma mater.
00:00:22.260 –> 00:00:28.340
Roddy: That’s where I was a walk on for the men’s basketball team from all the way back in 1988 to 1992.
00:00:28.340 –> 00:00:32.420
Roddy: Well, I wanted to make sure you’re aware about that rally towel at the national championship game.
00:00:32.500 –> 00:00:37.020
Roddy: Gannon won the division two men’s basketball national championship.
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Roddy: Not that that applies to you, but it just explains the new decoration here in the RSPA Trusted Advisor podcast studio, and it’s just a point of personal pride.
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Roddy: Now, the second thing I wanted to make sure you’re aware of is far more important and pertinent to you.
00:00:50.660 –> 00:00:58.900
Roddy: Registration is open for RetailNOW 2026, the retail technology channel’s number one trade show, education conference and networking event.
00:00:59.120 –> 00:01:10.740
Roddy: Join RSPA and retail IT channel leaders live and in person, July 26th through the 28th, in Las Vegas at the new Caesar’s Foreign Convention Center, attached to Harris and the Link hotels.
00:01:10.920 –> 00:01:16.760
Roddy: With nearly 200 exhibiting organizations, RetailNOW will be one-stop shopping for VARs and ISVs.
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Roddy: With an expected 1,600 or more attendees, it’s the place for extreme industry connectivity.
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Roddy: Across just 48 hours, you’ll meet new partners and new solution providers who can accelerate the success of your business.
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Roddy: So if you’re serious about the Retail IT channel, you have to attend RetailNOW 2026.
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Roddy: Again, July 26th through the 28th in Las Vegas, RetailNOW is where the industry meets.
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Roddy: For all the details and to register at discounted early bird rates that expired June 15th, visit the RetailNOW website today at gorsp.org/retailnow.
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Roddy: Again, gorsp.org/retailnow.
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Roddy: I hope to see you there and I hope you enjoy this special episode featuring one of the most popular RetailNOW speakers, RSPA General Counsel, Attorney Jill Miller.
00:02:11.002 –> 00:02:18.242
Roddy: Welcome to another episode of the Trusted Advisor podcast and video series powered by the Retail Solutions Providers Association.
00:02:18.482 –> 00:02:23.742
Roddy: Our goal on the pod is to accelerate the success of today’s and tomorrow’s leaders in the retail IT industry.
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Roddy: I’m Jim Roddy back with you again.
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Roddy: Thank you so much for joining us.
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Roddy: Today on the podcast, we have a return guest making her record 14th appearance on the Trusted Advisor as RSPA General Counsel, Attorney Jill Miller.
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Roddy: Jill, welcome back.
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Miller: Well, thank you so much, Jim.
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Miller: Happy to be here, as always.
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Roddy: Nice.
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Roddy: You have two touchdowns on the board plus the extra points to get you up to 14.
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Miller: Yes.
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Roddy: Congratulations on that.
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Miller: Yes.
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Roddy: For those who don’t know Jill, she’s a partner at Detroit-based law firm Bodmin PLC.
00:02:54.362 –> 00:03:00.302
Roddy: She served as RSPA Legal Counsel since 2020, providing advice to all members, especially VARs and ISVs.
00:03:00.302 –> 00:03:08.242
Roddy: That advice is available at no extra charge to RSPA members, whether it’s through phone calls, emails, video chats, and in-person meetings at RSPA events.
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Roddy: Jill’s been engaged in our industry for several years, counseling clients on data privacy, cybersecurity, card processing, mobile payments, ACH, electronic fund transfers, virtual currencies, and more.
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Roddy: Her sessions on cash discounting, surcharging, dual pricing, and VAR and ISV best practices at the past three RetailNOW events were big hits.
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Roddy: So, Jill, the topic of our discussion today is going to be today’s contract landmines in reseller agreements, which you’re going to be really doing a deep dive into at RetailNOW.
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Roddy: So, I’m going to 100 percent follow your lead on this.
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Roddy: What is the first contract landmine you’d like to discuss?
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Miller: So, yes.
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Miller: I mean, I think one point you’ve just made, which is I’m doing a presentation at RetailNOW, and so really digging into, and I think we’ll have a chance for questions for people to bring.
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Miller: So, bring your questions, and we’ll hopefully have a dialogue during the presentation.
00:04:04.922 –> 00:04:12.022
Miller: So, the first landmine, which is near and dear to my heart, which is how do you get paid, right?
00:04:12.022 –> 00:04:27.682
Miller: This is such an important point of an agreement because this is the number one thing for which you are expending all of your resources and energy is to earn commissions or referral fees or reseller fees or residuals.
00:04:27.882 –> 00:04:32.022
Miller: However, you want to call them in a contract.
00:04:32.022 –> 00:04:42.022
Miller: And so, what’s important to do when you are looking at an agreement that you’re signing up with a service provider, is looking at the formula.
00:04:42.022 –> 00:04:43.682
Miller: How are they going to pay you?
00:04:43.982 –> 00:04:55.022
Miller: And really making sure that you understand with certainty how that’s computed because in that formula is where the money disappears.
00:04:55.362 –> 00:05:00.202
Miller: So, spend some time reviewing the computation.
00:05:00.202 –> 00:05:17.782
Miller: And also, with respect to getting paid, another thing that I often see is whether or not you have time to dispute what you’ve been paid and if your service provider has time to dispute what they’ve paid you.
00:05:18.142 –> 00:05:32.642
Miller: What I often will argue on behalf of my clients is to say, okay, the service provider is saying to you, you have 60 days to review what I’ve paid you and if you don’t say anything in those 60 days, it’s deemed final.
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Miller: We need something on the other side too because what you don’t want as a reseller, whether or not it’s just you selling or if you have a team of people or if you’re paying people downstream, what you don’t want to have happen is a service provider to come back 12 months later and say, oops, I failed to include this cost and I’ve overpaid you for 12 months.
00:05:57.602 –> 00:05:59.702
Miller: The people below you may be long gone.
00:06:00.622 –> 00:06:04.302
Miller: And so you need to close your books and records at some point.
00:06:04.302 –> 00:06:08.822
Miller: And so it’s just critical that there is some time period.
00:06:08.822 –> 00:06:23.282
Miller: There might be some exceptions that the service provider might say that they can’t agree to, but it’s critical that you include some sort of mutual time period in which either party can dispute what has been paid to the other party.
00:06:25.442 –> 00:06:38.402
Miller: The other thing I was just going to say, AuditRight, you need to be able to go back and get reports and have some sort of Excel file or have access to a portal where you can download information.
00:06:38.402 –> 00:06:40.922
Miller: You need to be able to do the computation.
00:06:40.922 –> 00:06:55.382
Miller: And there’s a lot of companies out there nowadays that have pretty slick reconciliation programs that might be worthwhile if you are feeling as though you’re losing commissions every month.
00:06:55.922 –> 00:07:00.462
Miller: So that’s something I would also really advocate for in an agreement.
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Roddy: Got it.
00:07:01.422 –> 00:07:01.802
Roddy: Thank you.
00:07:01.802 –> 00:07:04.662
Roddy: So you’ve talked about computations, you’ve talked about formulas.
00:07:04.742 –> 00:07:11.662
Roddy: I know from talking of VARs and ISVs, oftentimes they talk about, I’m paid a percent and then it’s like percent of what?
00:07:11.662 –> 00:07:13.722
Roddy: Like and how is that what determined?
00:07:13.722 –> 00:07:17.262
Roddy: Is that essentially a big chunk of what you’re talking about here and how you get paid?
00:07:17.602 –> 00:07:18.902
Miller: That’s exactly right.
00:07:18.902 –> 00:07:26.922
Miller: So someone can say, yeah, we’re paying you 80 percent and then another partner can say they’re paying you 70, when in fact, if the 70 percent partner is where you’re making more money.
00:07:27.482 –> 00:07:38.662
Miller: So I don’t spend a lot of time negotiating the percentage on behalf of my clients or because that’s really what the recent, like that’s what they know.
00:07:38.762 –> 00:07:40.742
Miller: They know the money part.
00:07:40.742 –> 00:07:55.362
Miller: And so I just know the legal part and from doing this for 21 years now, that that’s just really something that you need to spend more than just, you know, signing your waiver when you send your kid on their slide at the amusement park.
00:07:55.362 –> 00:07:55.882
Miller: You don’t read it.
00:07:55.882 –> 00:07:56.562
Miller: You just sign it.
00:07:56.562 –> 00:07:56.822
Miller: Right.
00:07:56.822 –> 00:07:57.682
Miller: Good luck to you.
00:07:58.322 –> 00:08:05.602
Miller: You don’t want to do that here in in a contract that’s going to determine the amount of revenue that you derive.
00:08:06.322 –> 00:08:06.802
Roddy: Got it.
00:08:06.802 –> 00:08:07.322
Roddy: Thank you for that.
00:08:07.322 –> 00:08:07.602
Roddy: All right.
00:08:07.602 –> 00:08:10.362
Roddy: So landmine number one is how you get paid.
00:08:10.562 –> 00:08:13.642
Roddy: What’s a second landmine you want to talk to about today?
00:08:13.882 –> 00:08:16.022
Miller: Yeah, I mean, so landmine, right?
00:08:16.082 –> 00:08:22.022
Miller: Some of them, I think, like this one to me is more of just explaining, right?
00:08:22.022 –> 00:08:24.902
Miller: It can be a landmine if you don’t really understand.
00:08:24.902 –> 00:08:28.242
Miller: And it’s about the ownership of the customer.
00:08:28.762 –> 00:08:32.302
Miller: And I always try to explain this to people.
00:08:32.662 –> 00:08:34.222
Miller: It’s really a bundle of rights.
00:08:34.222 –> 00:08:41.962
Miller: So you might see in an agreement where it says, the service provider owns the agreement with the customer.
00:08:43.322 –> 00:08:57.362
Miller: Okay, I can be on board with that because maybe my client or the reseller isn’t a party to that agreement, but they can still have rights associated with that contract.
00:08:57.362 –> 00:09:00.782
Miller: You know, ownership of the customer isn’t an all or nothing thing.
00:09:00.782 –> 00:09:04.522
Miller: There are things that you can have ownership in.
00:09:04.522 –> 00:09:29.622
Miller: For example, rights in the customer relationship, rights in the rights to receive revenue, rights to use customer data, rights to use actually rights to market to customers for other products or services you might have, rights to solicit, rights to set pricing, and so rights to customer service.
00:09:29.622 –> 00:09:38.482
Miller: These are all things that even though you might have a big bad service provider come in and say, no, this is everything, I own the customer.
00:09:38.482 –> 00:09:39.502
Miller: Well, okay.
00:09:39.822 –> 00:09:52.442
Miller: But here are the things that we own, and I really like to articulate those with specificity in the agreement so it’s very clear of what the reseller can do with its relationship and the information related to the customer.
00:09:53.322 –> 00:09:53.622
Roddy: Got it.
00:09:53.622 –> 00:10:03.242
Roddy: So what you’re saying is like ownership of the customer is vague, but you have to get into those specific line items, so there’s no finger pointing when something does go sideways.
00:10:03.242 –> 00:10:04.502
Roddy: Am I understanding that correctly?
00:10:04.602 –> 00:10:05.602
Miller: That’s exactly right.
00:10:05.762 –> 00:10:06.262
Miller: Yes.
00:10:06.982 –> 00:10:26.022
Miller: I always say, don’t look at these agreements in a vacuum, especially the ownership rights, because what happens is these all set you up for the future of selling your business, the future of exit planning, valuation, and long-term growth.
00:10:26.022 –> 00:10:31.982
Miller: A buyer might come in and say, that’s fine, you don’t know the contract, but you can do all these things and those are the things I really want anyway.
00:10:32.502 –> 00:10:37.262
Miller: So those are really important in specifying an agreement.
00:10:37.442 –> 00:10:45.062
Roddy: Yeah, and it’s funny you bring that up because back in my old role, when I was at the publishing company, we bought another organization.
00:10:45.062 –> 00:10:49.242
Roddy: It was going to be, there’s an asset sale, and then there’s what the intellectual property.
00:10:49.462 –> 00:10:50.222
Roddy: Equity, yeah.
00:10:51.682 –> 00:10:55.282
Roddy: So we were going to go down the intellectual property, get the whole thing.
00:10:55.382 –> 00:11:08.562
Roddy: Once we got into those contracts, it was like, wait a second, we do not want ownership of these contracts because they were way too sticky, and they just were tipping in the favor of not of the organization we were buying.
00:11:08.582 –> 00:11:13.982
Roddy: So that’s what it sounds like you’re saying is, there’s for the here and now, but there’s also for the future of your organization.
00:11:14.142 –> 00:11:14.822
Miller: That’s right.
00:11:14.822 –> 00:11:15.102
Miller: Yes.
00:11:15.102 –> 00:11:28.882
Miller: Yeah, you want to set yourself up to be as valuable as you can if at some point you want to exit, or if you’re trying to borrow money, or if you’re trying to sell a portion of your business, you just want to be in the best position possible.
00:11:29.482 –> 00:11:29.642
Roddy: Right.
00:11:29.642 –> 00:11:29.802
Roddy: Yeah.
00:11:29.802 –> 00:11:33.822
Roddy: If it doesn’t say what, who, and when, it’s incomplete.
00:11:33.822 –> 00:11:34.902
Roddy: So good advice there.
00:11:35.022 –> 00:11:40.902
Roddy: Jill, we’re going to pause here to let our listeners and viewers know a little bit about the Retail Solutions Providers Association.
00:11:40.982 –> 00:11:49.942
Roddy: RSPA is North America’s largest community of retail technology bars, software providers, vendors, and distributors in the retail, restaurant, and grocery verticals.
00:11:50.022 –> 00:11:56.722
Roddy: To accelerate your success through an RSPA membership, and to get a chance to hang out with Jill, email membership at gorspa.org.
00:11:58.002 –> 00:12:04.982
Roddy: Also, we want to say thanks to these channel-focused companies who support the RSPA community and make this podcast and video series possible.
00:12:05.082 –> 00:12:11.782
Roddy: Our gold sponsors are Bluestar, CoCard, Epson, Global Payments, and ScanSource.
00:12:11.782 –> 00:12:20.122
Roddy: And then finally, registration is now open for RetailNOW 2026, the Retail IT channel’s number one trade show, education conference, and networking event.
00:12:20.242 –> 00:12:29.022
Roddy: This year’s event is set for July 26th through 28th at the new Caesars Forum Conference Center in Las Vegas, and is attached to HERA’s and The Link.
00:12:29.042 –> 00:12:33.502
Roddy: For more information, visit gorsp.org for slash RetailNOW.
00:12:33.562 –> 00:12:36.082
Roddy: RetailNOW is where the industry meets.
00:12:36.082 –> 00:12:40.382
Roddy: And again, another place where you can meet Jill for her breakout session.
00:12:40.402 –> 00:12:45.562
Roddy: All right, Jill, one more landmine that you want to share with our listeners and viewers.
00:12:46.242 –> 00:12:48.162
Miller: Okay, this one is assignment provision.
00:12:48.162 –> 00:13:00.882
Miller: So it’s usually buried in the back of the agreement under a general section, which has things that you’re probably sort of just skimming through, which never skim an agreement.
00:13:00.882 –> 00:13:01.962
Miller: You can’t skim.
00:13:01.962 –> 00:13:05.222
Roddy: You get to that part where you’ve read a few pages like, I’m good, it’s so far good.
00:13:05.222 –> 00:13:07.082
Miller: You’re exhausted by that point, right?
00:13:07.082 –> 00:13:18.562
Miller: I mean, if you’re not in the business of reading contracts all day, I think by page three, you’re just nodding off or you are just reading without comprehending because you’re just trying to get through it.
00:13:18.662 –> 00:13:20.562
Miller: And so that’s another thing I would just say, right?
00:13:20.562 –> 00:13:22.662
Miller: I like to print my agreements.
00:13:23.442 –> 00:13:27.762
Miller: And really, if it’s a really lengthy one, sometimes I’ll just break it up into chunks.
00:13:28.182 –> 00:13:31.102
Miller: Like this, again, this is such an important point.
00:13:31.362 –> 00:13:35.202
Miller: And not that another party is trying to throw things in.
00:13:35.502 –> 00:13:38.682
Miller: They are just going to give you their best version of their agreement first.
00:13:38.902 –> 00:13:43.762
Miller: And so it’s really important that you understand what the relationship is going to look like.
00:13:43.842 –> 00:13:46.622
Miller: And some things you can’t negotiate, and that’s okay.
00:13:47.422 –> 00:13:56.342
Miller: But assignment provisions, which are often, you know, we think of an assignment, we think about the ability to assign the agreement to a third party.
00:13:57.262 –> 00:14:01.062
Miller: And so, and we often will do that when we’re selling our business.
00:14:02.542 –> 00:14:06.182
Miller: And so, many times, the agreements are one sided.
00:14:06.182 –> 00:14:11.642
Miller: The service provider has the right to unilaterally assign the agreement, and the reseller doesn’t have that same right.
00:14:11.902 –> 00:14:20.582
Miller: And it might be hard for a reseller to say, I want that same right, where the service provider is saying, listen, I want to know who I’m doing business with, right?
00:14:20.582 –> 00:14:30.982
Miller: In this industry, we want to make sure that the people we’re doing business with don’t have a record, don’t, you know, haven’t committed any financial crimes, you know, are good upstanding citizens, et cetera.
00:14:30.982 –> 00:14:37.942
Miller: And so, or, you know, it might be a competitor that they don’t want to assign the agreement to.
00:14:37.942 –> 00:14:50.662
Miller: So, the thing I would say in an assignment agreement is, while you might not be able to get it mutual, where you can assign freely, what you might want to put in there is that they won’t unreasonably withhold assignments.
00:14:50.822 –> 00:14:54.362
Miller: They’ll consent if it’s not an unreasonable, you know, ask.
00:14:55.242 –> 00:15:11.322
Miller: Another thing is that I would be sure that, you know, if they have the right to terminate, that maybe you could negotiate, maybe it’s one of your competitors or somebody, you know, that you’ve gotten out of a contract with it, you don’t want to do business with again.
00:15:11.602 –> 00:15:24.822
Miller: You know, you might try to include language that says that you will have some certain period of time to terminate the agreement after the new, the assignee comes in and then without penalty.
00:15:26.122 –> 00:15:51.942
Miller: And then lastly, in assignment provisions, they’ll often include, and these are what I see in both reseller agreements or referral partner agreements, is the right of first refusal if you want to sell your business or assign the contract, that the service provider wants the first right after you get an offer to match or beat that offer.
00:15:52.302 –> 00:16:03.882
Miller: And so, in that instance, you want to be sure that there’s a time limit that they have like 30 days or 15 days once they get the offer to make a decision.
00:16:04.082 –> 00:16:09.042
Miller: Make sure it’s clear that they have to meet exactly the offer, right?
00:16:09.042 –> 00:16:16.162
Miller: They might try to come in and say, okay, well, we’re going to pay you a little bit less, and maybe we’ll do an earn out, you know, three years later.
00:16:16.162 –> 00:16:17.822
Miller: Well, that’s not the exact same offer.
00:16:18.002 –> 00:16:20.942
Miller: And that’s not beneficial, right, for a reseller.
00:16:21.642 –> 00:16:26.022
Miller: The other thing we might include is a right of first offer.
00:16:26.242 –> 00:16:35.482
Miller: And that means that before you go to a third party, that the service provider gets one bite at the apple.
00:16:35.482 –> 00:16:47.022
Miller: They can say to you, without you having to present when somebody else has already offered you, is to say, I’m going to sell my business, here’s your chance, give me your best offer.
00:16:47.582 –> 00:16:54.962
Miller: And so, and if they don’t, you know, if they come in low or you’re just saying like, that’s not what I think the market is doing, you know, you have that conversation.
00:16:54.962 –> 00:17:09.642
Miller: And then when you go to other buyers, they understand that they don’t have to wait for another party to come in and maybe circumvent their offer and take over the transaction.
00:17:09.642 –> 00:17:17.542
Miller: So there’s just a lot of ways in which to slice and dice right of first refusals and right of first offers and assignments.
00:17:17.542 –> 00:17:24.842
Miller: So, you know, sometimes just a couple of sentence paragraph, you can expand that, you know, and add some rights.
00:17:25.542 –> 00:17:26.142
Roddy: Got it.
00:17:26.262 –> 00:17:26.942
Roddy: Thank you for that.
00:17:26.942 –> 00:17:35.102
Roddy: You bringing that up also made me think, I know I’ve talked to some resellers who they get in that pinch and they’re like, oh my gosh, I didn’t realize it meant this.
00:17:35.102 –> 00:17:38.222
Roddy: And you know, now my vendor wants to do this and they feel like they’re in a box.
00:17:38.402 –> 00:17:42.682
Roddy: And some other folks have set up separate LLCs, right?
00:17:42.682 –> 00:17:49.582
Roddy: That they have different, not that you would do one for every single vendor, but they set up different LLCs if they’re going to have a major vendor agreement.
00:17:49.642 –> 00:17:52.682
Roddy: And that way, if it’s selling the business, it’s not the whole business.
00:17:52.682 –> 00:17:53.862
Roddy: It’s just that LLC.
00:17:53.982 –> 00:17:55.682
Roddy: What is your take or what are your thoughts on that?
00:17:55.682 –> 00:17:58.842
Roddy: I know I’m asking kind of an abstract question, but what’s your general thoughts on that?
00:17:59.062 –> 00:18:10.882
Miller: Yeah, no, I think, you know, it’s all about structure for a business owner and working with, you know, their lawyer and their CPA and their team to say, you know, what, how, how will this work?
00:18:10.882 –> 00:18:11.042
Miller: Right.
00:18:11.042 –> 00:18:14.442
Miller: And that’s someone would do that when they fully understand the agreement.
00:18:14.502 –> 00:18:27.062
Miller: You know, so someone who has taken the time to really understand the relationship and think about, you know, what business owners have and resellers have is their experiences, right?
00:18:27.202 –> 00:18:33.462
Miller: They have their many years of of having good deals and bad deals.
00:18:33.782 –> 00:18:38.842
Miller: And so they use that to put themselves in the best position they can.
00:18:38.962 –> 00:18:49.502
Miller: And so, yes, that is another way in which they could, you know, keep a right of first refusal simply to just that particular agreement and not the whole business.
00:18:49.602 –> 00:18:58.182
Miller: One thing too is that it’s really important that in an agreement that the right of first refusal only relates to that agreement.
00:18:58.182 –> 00:19:07.222
Miller: See, I would never permit a service provider to have an opportunity to buy my client’s whole business through a right of first refusal.
00:19:07.382 –> 00:19:08.442
Miller: Absolutely not.
00:19:08.442 –> 00:19:10.282
Miller: That is, that’s not your right.
00:19:10.382 –> 00:19:11.182
Miller: No, no, no, no.
00:19:11.722 –> 00:19:12.902
Miller: I’ll win that one, too.
00:19:13.802 –> 00:19:24.442
Roddy: And then there’s a concept of bookending where it says, here’s the best case scenario, here’s the worst case scenario, and then it’s like, are you okay living with either one of the best or worst case?
00:19:24.442 –> 00:19:27.262
Roddy: And if you’re not, you should probably change that.
00:19:27.262 –> 00:19:30.862
Roddy: You shouldn’t be like, I’m sure that’s not gonna happen because it can happen.
00:19:31.302 –> 00:19:43.462
Miller: You know, another thing, this isn’t on one of my landmines, but it just sort of came to me, which is, you know, sometimes we’ll be in negotiations and we’ll just not get some of the things that are just so important to us.
00:19:43.782 –> 00:19:46.702
Miller: And sometimes you have to walk away too.
00:19:46.942 –> 00:19:48.582
Miller: And that can be painful, right?
00:19:48.582 –> 00:19:49.442
Miller: It can be really painful.
00:19:49.442 –> 00:19:51.902
Miller: You’ve expended a lot of time, energy, resources.
00:19:51.902 –> 00:19:58.582
Miller: You’ve got deal fatigue, you know, and you’re just like, oh my gosh, I’m just, and it’s just like, let you sleep on that.
00:19:58.582 –> 00:20:01.842
Miller: And let’s make sure you’re comfortable instead of just saying, okay.
00:20:02.962 –> 00:20:04.642
Miller: People negotiate to the very last day.
00:20:05.862 –> 00:20:12.622
Roddy: I’m smiling because that acquisition that I shared with you, you know, where we had to dive into all the language, we literally did that.
00:20:12.622 –> 00:20:19.082
Roddy: We were negotiating with them down in Philly and they started kind of pulling back on things that were already agreed to.
00:20:19.082 –> 00:20:25.342
Roddy: So we huddled up with our attorneys and we just determined, we’re just going to go in there and pack our stuff up and leave.
00:20:25.342 –> 00:20:27.942
Roddy: And so they’re already like, all right, let’s get back to negotiating.
00:20:28.022 –> 00:20:30.242
Roddy: The owner was like, yeah, we’re leaving.
00:20:30.242 –> 00:20:31.782
Roddy: Like you guys keep changing the agreement.
00:20:31.782 –> 00:20:33.122
Roddy: They’re like, well, what’s the next step?
00:20:33.122 –> 00:20:34.402
Roddy: He’s like, I don’t know.
00:20:34.622 –> 00:20:35.262
Roddy: We’re leaving.
00:20:35.262 –> 00:20:39.622
Roddy: And so we all got in the elevator and our attorney said, that was great.
00:20:39.622 –> 00:20:41.262
Roddy: They have no idea what we’re going to do next.
00:20:41.262 –> 00:20:43.662
Roddy: And our owner was like, that’s because we don’t either.
00:20:43.662 –> 00:20:47.102
Roddy: And all we said, all we know is tomorrow morning, we’re going to go see the Liberty Bell.
00:20:47.542 –> 00:20:49.302
Roddy: And so we went and saw the Liberty Bell and we got a call.
00:20:49.302 –> 00:20:51.542
Roddy: And they’re like, well, we’ll follow the agreement.
00:20:51.542 –> 00:20:52.742
Roddy: Then they brought somebody back in.
00:20:52.742 –> 00:20:55.082
Roddy: But yeah, you said sometimes you got to walk away.
00:20:55.662 –> 00:20:56.622
Miller: Yes, right.
00:20:56.622 –> 00:20:59.842
Miller: Sometimes it’s painful, but sometimes it’s the best decision.
00:20:59.842 –> 00:21:02.962
Roddy: It could be more painful staying at the table if you need to.
00:21:04.162 –> 00:21:11.042
Roddy: So, Jill, what are your final thoughts before we wrap things up on reseller contract landmines?
00:21:11.302 –> 00:21:13.342
Miller: Well, like I said, never just give the agreement.
00:21:14.702 –> 00:21:20.302
Miller: Number two, it’s important to negotiate clarity and not just the economics, right?
00:21:20.302 –> 00:21:24.702
Miller: It’s important that you understand as a business owner what this language means.
00:21:25.862 –> 00:21:33.022
Miller: A lot of agreements are written in plain English today, which is wonderful and not a lot of their twos and whereas.
00:21:33.022 –> 00:21:35.042
Miller: Well, there’s a lot of whereas clauses, but still.
00:21:36.042 –> 00:21:40.862
Miller: So, it’s just really important to try to draft as best you can with clarity, so everybody understands.
00:21:43.662 –> 00:21:48.642
Miller: Just be aware of the risks that are happening in the agreement.
00:21:49.502 –> 00:21:49.962
Roddy: Very good.
00:21:49.962 –> 00:21:50.582
Roddy: Thank you for that.
00:21:50.582 –> 00:21:57.122
Roddy: Once I see whereas in a document, I’m suddenly like, uh-oh, I’m getting some of its outside of my pay grade.
00:21:57.482 –> 00:22:02.362
Roddy: Jill, finally, how can RSPA members connect with you to bounce questions off you?
00:22:02.362 –> 00:22:05.902
Roddy: Discuss their legal issues, discuss their business issues as well.
00:22:06.802 –> 00:22:16.222
Miller: One of the things I was thinking about too when I was preparing for this podcast was used by services for education, for best practices.
00:22:16.382 –> 00:22:25.362
Miller: In what other organization can you talk to a lawyer for free about contract terms in the industry in which you operate?
00:22:25.362 –> 00:22:26.642
Miller: I mean, I am here.
00:22:26.922 –> 00:22:28.982
Miller: I am willing to get on a Zoom with you.
00:22:29.622 –> 00:22:30.962
Miller: I can answer questions.
00:22:30.962 –> 00:22:35.322
Miller: I may not have all the answers, but you should contact me.
00:22:35.322 –> 00:22:45.342
Miller: I would be delighted to share my 21 years in the industry with hardware, payments, and everything that we are doing.
00:22:46.022 –> 00:23:00.902
Miller: I really would encourage you to send me an email at jmiller at bodminlaw.com and set up a time for us to get on a Zoom, or if you just want to get on a call, you can certainly send me an email and we can schedule a time to talk.
00:23:00.902 –> 00:23:07.122
Miller: I am here and I am eager and willing and excited to speak to our members.
00:23:07.522 –> 00:23:12.602
Miller: I just wanted to make sure that everybody understood that I am passionate and eager to assist.
00:23:12.662 –> 00:23:15.702
Roddy: And I support that message as well, for sure.
00:23:16.182 –> 00:23:18.522
Roddy: Well, that does it for this episode of The Trusted Advisor.
00:23:18.522 –> 00:23:25.602
Roddy: If you enjoyed our discussion, be sure to subscribe to the RSPA YouTube channel and the Trusted Advisor podcast so you never miss an episode.
00:23:25.622 –> 00:23:29.502
Roddy: Before we go, big thanks again to Jill Miller for sharing her wisdom with us today.
00:23:29.662 –> 00:23:37.922
Roddy: Thanks also to RSPA Marketing Director Chris Arnold for his production work, Joseph McDade for our music, and last but not least, thanks so much to you for listening.
00:23:38.102 –> 00:23:45.262
Roddy: Our goal at the RSPA is to accelerate the success of our members in the retail technology ecosystem by providing knowledge and connections.
00:23:45.262 –> 00:23:48.902
Roddy: For more information, visit our website at gorspa.org.
00:23:48.962 –> 00:23:52.602
Roddy: Thanks for listening and goodbye everybody.
