Contract Negotiation Strategy

Overview

Turn a supplied agreement and the user's actual priorities into a traceable negotiation plan with proposed replacement language, fallback options and an optional email draft. Distinguish source facts, commercial preferences, legal questions and decisions the user has actually approved.

Prerequisites

Obtain the agreement/version, represented party, negotiation goal and known constraints. Ask for material missing context such as approved deal-breakers, budget, operational commitments and fallback limits; do not infer bargaining leverage from company size. Review only readable supplied or authorized material. No external source access or file-writing tool is declared by this skill.

Instructions

1. Identify the source. Use Glob to locate the requested agreement and related schedules, Read for accessible text and Grep for definitions/cross-references. Record version, source locators, amendments and actual review coverage. If the file is unreadable, incomplete or an excerpt, request an accessible export and identify unreviewed material. Preserve originals; no automatic redlining.
2. Establish the decision context. Record actual party roles, objectives, constraints, approved priorities and open questions. Extract amounts, units, dates and obligations exactly. Separate stated terms from proposed changes; unknown rates, durations, caps, jurisdictions and concessions remain unknown.
3. Review contextual issue lenses. Examine liability/indemnity, termination, intellectual property, payment, confidentiality, restrictive covenants, liability exclusions, disputes/governing law, data/privacy and force majeure. These are prompts to evaluate relevance, not mandatory defects. Review triggers, exceptions, definitions and related provisions before describing something as absent, perpetual, unlimited or one-sided. An asymmetric term may reflect an actual role difference; explain its practical effect without assuming unfairness.
4. Prioritize supported issues. Use the user's approved must-change positions, important objectives and optional improvements. Where the user has not chosen those categories, propose a priority with reasons and mark it unconfirmed. Do not declare a deal-breaker, walk-away threshold, legal violation or signing verdict from a generic heuristic. Explain technical/commercial uncertainty separately from the importance the user assigns to it.
5. Draft counterproposals. For each issue quote only the necessary source text with a locator, explain the possible effect, state the requested objective and propose precise language with explicit assumptions. Preserve defined terms and cross-reference consistency. Offer a fallback and explain what it trades away; do not silently replace an approved position. Use actual supplied numbers or clearly marked unresolved parameters, never invented notice windows, fees, discounts, liability caps or restrictive-covenant durations.
6. Use sources honestly. Read proposal-and-source-checks.md when comparing a template or preparing replacement language. A benchmark needs the actual inspected passage, source/version and applicable reuse terms. A CommonPaper, Bonterms or other template is an example of drafting, not proof of market prevalence or suitability. Without an accessible supplied source, label wording an original proposed draft and identify research still needed. Do not list sources that were not consulted or claim performed benchmarking.
7. Prepare communication if requested. Draft a concise unsent email referencing actual clause IDs, explaining the requested changes and their rationale. Call substantive changes substantive; do not disguise concessions or rights changes as mere clarifications. Use the user's actual tone and next-step preference, without inventing prior agreement, approval or a scheduled call. The draft does not authorize sending or contacting the other party.
8. Deliver and reconcile. Present the strategy in chat. The current tools do not save a file; suggest a filename without claiming it exists. On revision, retain issue IDs, show which positions changed and distinguish proposed, counterparty-reported and actually agreed terms. Incorporate new evidence without inventing a successful negotiation outcome.

Output

Suggested filename: NEGOTIATION-STRATEGY-{contract-name}.md, using the actual contract identity. Include scope/coverage, represented party, objectives and unresolved context, followed by an issue register:

Include a truthful unsent email draft only when useful or requested. State missing sources and legal research needed. No numerical acceptance probability, market confidence badge, safety grade or claim that the proposals are enforceable.

Error Handling

• Multiple versions: confirm the intended baseline or compare them explicitly; do not mix clauses from different drafts without disclosure.
• Unknown party or goal: ask for that material context; continue extraction while leaving side-dependent proposals unassigned.
• Missing governing facts/current authority: qualify the recommendation and flag the research question. This read-only skill cannot verify current law through a nonexistent network tool.
• Specialized or unfamiliar language: identify the affected clauses, preserve original wording and request suitable translation or specialist review rather than assuming every agreement follows English common-law conventions.
• Unavailable benchmark: label the source unavailable and draft from supplied objectives where possible; no invented citation or template comparison.

Examples

SaaS customer. The supplied clause caps certain damages using fees in a stated period. Quote the definition, period and exceptions, ask what cap the customer would accept, and draft a parameterized option tied to that objective. Do not select twelve months or a new arbitration clause merely because an example did.

Freelancer. The user wants payment for completed work after cancellation. Identify existing payment/termination provisions, propose language consistent with that goal and list the unresolved fee/timing choices. Do not invent a 25% kill fee, change ownership rights or pick a noncompete duration without an actual decision.

Resources

The proposal and source checks describe how to inspect replacement wording and record template provenance. Draft proposals are decision support, not legal advice or an attorney-client relationship; their suitability depends on the actual facts and qualified review.