A few years ago I traveled to Hong Kong to negotiate a contract with a potential distributor. At that time, I assumed that after a few hours of small talk, we would start reviewing the contract and discuss terms. However, the initial small talk extended into days of general conversation, including philosophies on how we do business and how we establish new brands in the marketplace. During these conversations, the distributor-to-be showed me around Hong Kong, pointing out sites that could be viable for H2O Plus stores. The distributor also invited me to join her family for a number of meals, including one in which she insisted I eat the most prized part of the fish–its head. In deference to their culture and eating habits, I reluctantly obliged.

Each new day I assumed the other party would be prepared, and in fact want, to review our lengthy one-sided protective contracts. It was only on the seventh, and last, day of my stay that they chose to talk about the contract provisions. And even then, we only spent a few hours addressing specific issues and terms. It became clear to me at the end of this trip that the personal relationship was far more important than the wording of the agreement. The distributor was looking for someone she could trust, feel comfortable with and conduct business with over the next several years. This experience became a pivotal lesson for me on how to negotiate contracts in many other parts of the world.

For instance, later when I went to Australia to review, negotiate and finalize the terms of a contract with a distributor, I intentionally spent the first few days discussing operational issues and reviewing potential sites for H2O Plus stores. On the fourth day, the distributor's three lawyers handed me a four-page laundry list of issues. Most of these issues came down to the question of who would bear the risk. In almost every case the distributor told his attorney he was comfortable assuming the risk because he trusted me. If we hadn't had spent so much time together before trying to negotiate the deal, finalizing the contract most likely wouldn't have progressed smoothly.

These two experiences prove the value of developing and personalizing a relationship with the other party to ease the negotiation process and minimize the adversarial nature of the discussion. Now when I go overseas to negotiate and finalize contracts, I always set aside several days in advance to get better acquainted with the other party in a relaxed setting.

The tendency in the U.S. is to look only at the economics of the deal. It's truly a refreshing experience to negotiate contracts in a setting where the parties care about the personal relationship, and in some cultures the relationship is the most important factor in whether to proceed with a transaction.

U.S. lawyers need to be flexible in the pace we set for consummating deals overseas and our time expectations when negotiating with a foreign party. Even though one might view Western Europe as akin to the U.S. in terms of culture and practice of law, my experience in Asia has translated to dealings with European companies (as well as Latin American companies) where the same process still holds true. Spending time with the other party over meals is an effective way to establish camaraderie and commonalities of interest. Ultimately, it serves as a foundation for negotiations and a long-term work relationship.

In short, a GC can provide as much legal protection as he or she wants on a piece of paper, but the contractual provisions will be meaningless if one party walks away from the deal. Focus on the relationship and the negotiation process will ultimately culminate in an agreement.

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Roger Marks serves a dual role at H2O Plus Inc., the Chicago-based developer of skin-care products. He is both the president of the international division and senior vice president, general counsel and secretary. He has been with H2O Plus since 1992.