1. Elliot Dater Schnader Harrison Segal & Lewis LLP
Tales From the Trenches: Practical Contract Negotiation Strategy and Tactics
Elliot Dater
Schnader Harrison Segal & Lewis LLP

2. Background Commercial Contracts Transactional Contracts
International Contracts

3. Preparation Set your goals Allocate roles and responsibilities
Know the other side
Their goals
Redlines
Responsibilities
Authority

4. More Preparation Know the culture Internal buy-in Agree on tactics
Technology vs. in person
The first draft

5. Negotiating Neutrality Ask questions The art of silence Less is more
Know when to stop
When you think you know it all – hesitate
Package deal

6. More Negotiating Speed and inertia The price of haste
Flip the script and change the dynamics
Caucusing and communicating
I will have to get back to you on that
Note taker
Summarize/memorialize
A note on understandings

7. Negotiating Styles Bully and Bluster The Word Twister The Appeaser
Mr./Ms. Let’s split the difference
The Expert
Fight for Every Right/Concession
Let’s do business

8. The Contract – Key Provisions
Price and payment terms and conditions
Limitations of liability and indemnity – these are not “lawyer” issues
Valuation mechanisms
Dispute resolution mechanisms
Buy-outs
Termination
Amendment

9. More Key Provisions Hold backs/escrow provisions Statement of Work
Specification
Level of Service
Read and draft the Exhibits/Schedules, etc.!
Changes
Choice of law – don’t forget jurisdiction and venue
Incentives to prevent disputes

10. Drafting Be the drafter Don’t be shy about comments Active vs. passive
Agree to vs. shall
Construction
Clarity vs. ambiguity
Drafting challenges
Definitions

11. Working With Outside Counsel
Scope of Work
Avoid duplicating efforts
Allocation of tasks
Specialized knowledge
Drafting
Lead in negotiations

12. Contract is a Means to an End
Preparation
Planning
Execution
Implementation
Diligence, diligence, diligence

13. Thank You! Questions? Feel free to contact me:
Elliot Dater (412)