Here's how you can effectively summarize and clarify contract terms during negotiations.

I would always start by putting the ‘ask’ in order. Once the requirement and the scope are clear, creating a level playing field for the bidders, the next stage of negotiations is all set to proceed. To have the ask well defined and to be able to prepare the RFP, a cross-functional interaction will help in deciding the specifications, delivery, Quality Management system, payment terms, etc.

It is obvious to say start with the basics, but how are you going to do that? I like to start by drawing a picture of the transaction. Use a blank page and list the parties. Diagram the transaction. Party A is going to ship widgets to Party B and Party B is going to pay Party A. The more complex, the more important the diagram. Once I understand the what and how through the diagram I like to ask why. Why are these parties doing this transaction. If I can’t draw it, I can’t negotiate it and I can’t write it.

Some key strategies can be: 1. Preparation: Thoroughly review the contract before the negotiation. Understand each term, clause, and provision & Identify the most critical terms that are likely to be points of discussion or contention. 2. Clear Communication: - Use plain language to explain complex legal terms. Avoid jargon and legalese where possible. - Where appropriate, use analogies to help explain difficult concepts in a more relatable manner. 3. Documentation: Keep detailed notes of discussions and agreed-upon changes during negotiations. 4. Review and Confirm: -Conduct a thorough final review of the contract to ensure that all negotiated terms are accurately reflected & Seek confirmation from all parties.

Understand your business and identify the key terms that are essential to your objectives. Focus on the showstoppers—those critical elements that can make or break the deal. Avoid getting sidetracked by nice-to-have terms that don’t add real value to the agreement. By prioritizing what truly matters, you can streamline the negotiation process and reach a more efficient and effective resolution. This approach ensures that the final contract is both practical and beneficial for all parties involved.

Negotiators must prioritize key issues from the outset. Too often, discussions get bogged down by less important terms or even the word choice, draining valuable resources and time. Focus on what truly matters to ensure efficient and effective negotiations.

Adopt a commercial perspective by pinpointing key issues and outcomes that align with your business goals. Identify any terms that conflict with your strategic objectives, or your product or service offerings. Negotiate to amend and clarify any terms that are inconsistent with your business objectives, which are outside your risk appetite, or which simply don't make sense to the deal at hand. Often this is best done at the outset before anyone takes pen to paper to ensure that each party is on the same page, at least in principle.

Substantive focus on key terms during the discussion helps in smooth navigation of the contract negotiations by reducing the misunderstandings and infusion of the clarity to stakeholders.

When I reviewed contracts at my last job, I sometimes found myself wondering if the lawyers I was dealing with were paid by the word. If a contract literally gives a transactional lawyer a headache (it happened more than once), something is wrong with how it's drafted. Drafting in simplified terms can be challenging, and there is some jargon that exists for a reason. But when your non-lawyer colleagues and clients tell you they easily read and understood contract language, you probably got it right. And, that can be important when your non-lawyer businesspeople are ultimately the ones responsible for administering the contract or otherwise working with it.

This is vital. A contract that is easily understandable is one that will actually be used by the parties. While it can be difficult it is vital to use language that is as simple as possible to set out the agreement.

Use of clear and plain language is helpful to understand the terms of agreement by both the parties. Mutual understanding is core to effective negotiations and deal closure.

Language, as any lawyer will say is everything when it comes to contracts. I have found that contracts that have intentional, or mistakenly confusing language leaves the other party wary of the other sides intentions and trustworthiness. Reviewing your contracts for language simplicity will go far in increasing trust from the start of the relationship.

Be clear. Be concise. Be friendly but with an understanding that you are not friends - you are in business. Take time to listen and then clarify what you do not understand. Ambiguity is only good if you want to be mysterious, not if you want to go to court. And, sadly, you may end up there by being vague. What you do not know will come back and either become a problem or become the source of a problem. If you can see something you do not understand - ask. This is a loop so, see the start of this post.

Operate under the assumption that whatever is not clear during the negotiation, will not be clarified later. If you end up in court, whatever wasn't clear or was left unaddressed will make the case longer and longer. Think strategically about this.

Fazer perguntas e esclarecer todos os pontos ambíguos na negocia??o s?o de extrema importancia, inclusive para evitar discuss?es futuras sobre o assunto. Os esclarecimentos s?o ainda necessários para possibilitar uma reda??o clara do contrato, sempre levando em considera??o que pontos mal esclarecidos s?o um campo fértil para discuss?es, levando muitas vezes à litígios judiciais. Nesses casos, o que se verifica na prática é uma grande dificuldade em comprovar judicialmente a inten??o exata que se tentou transmitir - o que apenas refor?a a importancia das perguntas iniciais para clarear todos os pontos da negocia??o.

If asking for clarification on a term results in an unclear answer, it might mean the counterparty is also unsure. Suggest removing or replacing that term to avoid future misunderstandings and ensure both parties clearly understand the agreement.

How about using the approach below: 1. What: Ask about what each clause entails. Example: "What does this particular clause cover?" 2. Why: Understand the reason behind the clauses. Example: "Why is this condition necessary?" 3. Who: Identify the responsibilities of each party. Example: "Who is responsible for this task?" 4. Where: Determine places of execution and jurisdiction. Example: "Where should deliveries be made?" 5. When: Clarify deadlines and important dates. Example: "When should payments be made?" 6. How: Understand how obligations will be carried out. Example: "How will dispute resolution be handled?"

Additionally it is key to ensure contract language is as “black & white” or clear as possible, leaving little or no room for future interpretations from either party of the contract. This is especially valuable when dealing in an international environment, where things might be interpreted differently according to local laws or customs.

It is critical that parties to an agreement all understand the critical terms, and effect of the agreement before signing it.

Many agreements are reached on the basis of conversations supported by PPTs or other visual materials. They then need to be "translated" into contractual language/structure. Benchmark the contract against the materials used to reach the agreement to make sure it is an accurate reflection.

Garantir que todas as partes compartilhem o mesmo entendimento é fundamental para evitar mal-entendidos e litígios futuros. A reafirma??o dos pontos-chave, seguida pela confirma??o das outras partes, n?o só previne discrepancias, mas também fortalece a confian?a e a transparência no processo. Em minha experiência, essa prática tem se mostrado eficaz em diversas áreas do direito, desde negocia??es contratuais até resolu??es de conflitos. Lembrem-se: comunica??o clara e alinhamento de expectativas s?o pilares essenciais para o sucesso de qualquer acordo jurídico.

Easily one of the more overlooked aspects. As a result, it accounts for Scope Creep. Anytime a service provider/contractor is asked to do something beyond the original scope, it requires either (a) a change order or (b) a modification to the contractor if the ask is likely to recur. Documenting the original scope also includes the volumetrics to which the contract was estimated. If equipment counts or square footage changes, the impact to the contract needs to be clarified and memorialized.

It is critical to document any changes or modifications made to contracts. Be sure to keep all revisions, saved and clearly dated and labeled. You want to be sure you are working with the most current and correct version of the contract to ensure compliance, and acceptance by both parties.

Always keep all versions of the document to safeguard yourself. Make sure you both have copies of the SIGNED and fully executed contract! Many times we forget this final step!

Double-checking redlines from the counterparty is crucial. It's easy for accidental changes to slip through during lengthy negotiations with multiple edits. Ensuring no edits are accepted or rejected without your review helps maintain contract integrity and prevents agreeing to unintended terms.

Of course keep every generation of a travelling draft as it goes through rounds of amendments which generally should be made in "tracked changes" with margin comments in the document itself setting out the reasoning behind changes made where appropriate. Now go a step further - Keep a record of the firm/lawyer on the other side too so that you can hold them to precedent when you come up against them again. Get to know their asks and gives, develop a sense of what they value in a deal, then factor this into your negotiations with them in future deals. In doing so you should hopefully move them towards your preferred positions over time by attrition.

In order to effectively and clearly summarise the terms of contract during the negotiations in addition to all above points, effective communication and active listing coupled with building and maintaining the rapport with stakeholders is essential and lays a strong base to create a conducive environment for open negotiations.

Documentation is essential. That's for sure! But in professional life, the execution given by both parties is sometimes more important than the legal end point of the contract. The sollution must be realistic and acceptable

One thing I have found helpful is to envision your worst case scenario. Ultimately your contract or document is going to be the tool used to provide any remedies if they exist. I know from personal experience that going into a contract or negotiation assuming the best either in a company or individual can prove challenging when circumstances change. Always good to have a sound contract that allows all parties clarity from which to navigate both good and bad outcomes.

Best is to have a neutral person taking minutes of the meeting who is writing in brief and simple words the terms agreed upon and the same should be shared with both the parties over email after the meeting. This way both sides will be on the same page and any ambiguity can be addressed before the final draft.