negotiation-playbook

name

negotiation-playbook

description

A contract negotiation strategy and amendment proposal playbook. The 'clause-drafter' and 'comparison-reviewer' agents must use this skill's strategy framework and wording templates when drafting amendments or deriving negotiation points. Used for contract negotiation-related tasks such as 'negotiation strategy', 'amendment proposal', 'contract terms coordination', etc. Note: Overall contract orchestration or risk score calculation is outside the scope of this skill.

Negotiation Playbook — Contract Negotiation Strategy Playbook

Provides clause-level negotiation strategies, alternative wording templates, and concession-exchange matrices.

Basic Negotiation Framework: BATNA-ZOPA Analysis

Negotiating Power Diagnosis Formula

negotiating_power = (alternative_strength x 0.3) + (time_flexibility x 0.2) + (information_advantage x 0.2) + (market_position x 0.3)

Each item on a 1-10 scale

Result: 8-10 Aggressive | 5-7 Balanced | 1-4 Defensive, focus on essentials

Concession-Exchange Matrix

Concession Difficulty	Important to Us	Important to Them	Strategy
Easy Concession	Low	High	Concede first as a goodwill gesture
Exchange Card	High	High	Conditional exchange
Must-Hold Item	High	Low	Non-negotiable
Irrelevant Item	Low	Low	Agree quickly

Clause-Level Negotiation Strategies and Alternative Wording

Damages — Graduated Concession Plan

Party B Perspective (Liability Limitation)

Original: "Party B shall indemnify all damages"
-> Step 1: "Limited to direct and ordinary damages, with total liability capped at 100% of contract value"
-> Step 2: "Cap at last 12 months of payments, excluding indirect and consequential damages"
-> Step 3: "Within the scope of milestone payments for the relevant deliverable, burden of proof on Party A"

Intellectual Property — Amendment Strategy

Original	Risk	Amendment	Negotiation Point
All deliverables vest in Party A	Total IP loss	License within scope of Party A's purpose	"Generic modules retained by Party B"
Transfer including source code	Cannot pursue subsequent business	Executable delivery + escrow	"Business continuity assurance"
Transfer including third-party SW	License violation	Explicitly exclude third-party SW	"Open source conditions disclosure"

Termination Clause — Balanced Template

Article X (Termination)
1. Either party may terminate with [30/60] days written notice.
2. In case of material breach, immediate termination after [14]-day cure notice if not remedied.
3. Payment settlement for work performed upon termination.
4. Confidentiality, damages, and IP clauses survive termination.

Payment — Leverage Strategy

Current Terms	Improvement	Exchange Offer
60 days after completion	Monthly milestone payments	"2% discount on milestone payments"
30 days after acceptance	Acceptance period limited to 14 days	"Add deemed acceptance clause"
Lump sum post-delivery	30% advance + 40% interim + 30% balance	"Performance bond for advance payment"

Negotiation Communication 4-Step Structure

[1] Gratitude + Relationship Affirmation
"We look forward to a successful partnership."

[2] Specific Concern (Objective Basis)
"Based on industry standard practices and case law, we have concerns."

[3] Alternative Proposal (Emphasize Mutual Benefit)
"This proposal achieves Party A's protection goals while addressing Party B's concerns."

[4] Signal Flexibility
"We are open to discussing alternative approaches."

BATNA Deployment When Negotiations Stall

"We are unable to obtain internal approval under the current terms.
If we can reach agreement on [3 key clauses], we can accept your position on the remainder."

Negotiation Outcome Evaluation

result = sum(improvement_per_clause x importance) / sum(importance)
improvement: Original maintained 0 | Partial improvement 50 | Alternative reflected 80 | Fully achieved 100
outcome: 80+ Excellent | 60-79 Good | 40-59 Average | Under 40 Renegotiation recommended

Unfair Terms Review Criteria

Type	Criterion	Legal Basis
Indemnification Clause	Cannot exempt intentional/negligent acts by provider	Standard Terms Act, Article 7
Damages Limitation	Cannot unreasonably limit consumer claims	Standard Terms Act, Article 7
Cancellation/Termination	Cannot unreasonably limit consumer's right to cancel	Standard Terms Act, Article 9
Jurisdiction Agreement	Cannot impose unfavorable exclusive jurisdiction on consumer	Standard Terms Act, Article 14

Notes

• Reflects fair trade commission unfair terms review guidelines
• Detailed cases: See references/negotiation-cases.md