Contract Playbook Negotiation Guidelines Section

A Contract Playbook Negotiation Guidelines Section is a contract playbook section (in a contract playbook) that provides guidance on strategies, techniques, language, and processes to follow when negotiating legal agreements.

• Context:
  • It can be contained within a Contract Playbook Templates and Negotiation Section.
  • It can aim to equip business teams to effectively handle contract negotiations according to best practices.
  • It can provide a reference point to align negotiation approaches across an organization.
  • It can (often) include Contract Policy Rule's, such as:
    • Contract Fallback Position Rules - Recommended alternative negotiation strategies if initial proposals fail.
    • Contract Negotiation Strategy Rules - Recommended overall negotiation techniques and considerations.
    • Contract Concept Clarification Rules - Explanations of complex legal terms and principles.
    • Contract Model-Language Rules - Example text to propose or respond with during negotiations.
    • Contract Negotiation Rationale Rules - Justifications connecting specific clauses to organizational values and priorities.
    • Contract Amendment Instruction Rules - Guidance for revising contract drafts during negotiations
    • Contract Dealbreaker Rules - Dealbreaker terms that must be met to proceed
  • …
• Example(s):
  • Contract Negotiation Fallback Positions, such as:
    • If unable to get standard 60 day payment terms, fall back to requesting 90 day terms.
    • If renewal commission rate of 10% is rejected, fallback to proposing 7.5%.
    • Providing an escalation protocol to follow if initial pricing negotiations fail.
    • …
  • Contract Negotiation Strategies, such as:
    • Take an accommodating stance on non-essential clauses to build rapport.
    • Bundle concessions across multiple clauses for greater flexibility.
    • Outlining strategies for negotiating liability clauses.
    • …
  • Sample Contract Clause Language, such as:
    • Providing sample force majeure clause language declaring which events are excluded from liability.
    • Including standard template language for termination notice period clause.
    • …
  • Contract Negotiation Rationale Statements, such as:
    • Providing rationale for requesting 6 6-month termination notice period.
    • Justifying why 90-day termination notice protects against disruptions to operations.
    • Arguing why a broader license scope provides more future flexibility.
    • …
  • Contract Amendment Instructions, such as:
    • Advising how to rephrase clauses if certain terms are rejected as too vague.
    • Guiding how to respond if clauses are deleted entirely by the counterparty.
    • Instructing how to respond if certain clauses are deleted.
    • …
  • …
• Counter-Example(s):
  • Contract Playbook Templates Section.
  • …
• See: Contract Playbook, Contract Negotiation, Legal Team Empowerment.

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References

2023

• https://juro.com/learn/contract-playbook
  • QUOTE:
    • "Contract playbooks, or contract negotiation playbooks, are designed to add clarity to and explain the important processes and rules to follow when negotiating, reviewing and agreeing contracts."
    • "A contract playbook is designed to reduce delays and friction in the contract negotiation stage since it prevents different teams from needing to wait around for responses from one another. Instead, they can follow the protocols laid out immediately."

2022

• https://juro.com/learn/contract-playbook
  • QUOTE: ... “Contract playbooks will often also cover best practices when negotiating, as well as which provisions are most typically negotiated and how to approach these friction points during a negotiation." ...
    • Fall-back positions. A contract playbook will often outline which alternative course of action to take during a negotiation where your original plan or proposition has failed.
    • Negotiation strategies. Contract playbooks will often also cover best practices when negotiating, as well as which provisions are most typically negotiated and how to approach these friction points during a negotiation.
    • Recommended contract wording. For business teams self-serving on contracts, legal language won’t be second nature. There will be lots of contract terminology that needs explaining. Including example clauses and guidance in your contract playbook is also common practice.
    • …
    • Rationale statements. Contract playbooks often have a collection of rationale statements to support proposed clauses and amendments, and these can be accessed to provide to the counterparty during negotiations.
    • …
    • Instructions for amendments. A contract playbook will sometimes also outline when and how to amend language within a contract, as well as how to respond if the counterparty chooses to propose new language in the place of yours.

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