What do you do if your contract negotiation is at risk due to unidentified problems?

All contract negotiations involve unidentified problems. -You control third-party claims with indemnification. -You control damages with a limitation of liability. -You control delivery risks with incremental payments. -You won't know all the risks. Ever. -Often nobody (even other side) doesn't know them.

When negotiations hit a snag, it’s valuable to integrate scenario planning. This strategic tool involves envisioning various outcomes and pre-planning responses, creating a dynamic, flexible negotiation strategy that adapts to unexpected turns. It’s also beneficial to engage in role reversal exercises, where negotiating teams anticipate counterpoints by arguing the opposing side’s case. Such practices not only prepare you for surprises but also foster empathy and understanding, paving the way for more creative and mutually beneficial solutions.

It is essential to identify the gaps and problems in the process of negotiation, negotiation strategies, negotiation communications and others issues if any to understand the problem holistically. Most importantly negotiation problem can be specific to particular transactional contract negotiation or negotiation processes problem. Know the exact problem.

Identify the issues and check that the reasons for you entering into this agreement at this point remain valid - a contract allows you in theory to obtain an outcome for an agreed price and within a timeframe - if you aren’t clear that you still want that outcome it may be time to revisit the motivation for the contract for example

When Negotiation hits deadlock due to unidentified problems, put on hold the process and prepare your team to look into the root cause. Negotiations with unidentified risks can't lead to a win-win deal. Seek a fresh perspective on the issue by taking expert's opinion and analyze precedence in the Industry. Finding problem and resolving with logical progression is only way to remove the deadlock on the negotiation table.

A strategic pause is essential when the negotiations are veering off course. Different from a perceived silent treatment which can be seen as avoidance or punishment, seeking to pause negotiations allows all sides to regroup, reevaluate needs and capabilities and to develop creative solutions. Taking a negotiating pause does not mean an end to working on it, and you should communicate this clearly, including giving timelines and establishing that the contract continues to be important. Let all parties know that the pause is for the actual negotiation but that you’re continuing to work on solutions, and that the lines of communication are always open. It is only the actual negotiation that is being paused.

Is it the deal or the negotiation? -If it's the negotiation, no problem. -Switch things up. Swap people out. -If it's the deal, consider pausing. -Identify the deal-breaking issues. -Remember: Most deals die a few times before signing. If you don't figure out what kind of problem you have, you'll waste time on the wrong corrections.

In case the problem found is in self analysis & understanding of the terms & conditions offered on the table, be flexible to adjust within your company's goals. As Contract negotiation is "You don't get what you deserve; you get what you negotiate."

In case of non availability of experts on the point of concern, it is always beneficial to seek expert advice, legal opinion from internal / external sources. They provide another perspective to look into the matter and useful for negotiation for sure.

Make sure the other side leaves the negotiation feeling like they've made a good deal. The offers you make should always leave you enough wiggle room to make acceptable concessions to the other side. So, you shouldn't start negotiations by revealing your absolute bottom line. If you instead leave yourself room to negotiate, you'll make the other party feel that they've won something. You might be surprised to find that the other party is willing to give more than you would've been willing to accept.

1. Review Contract Terms. 2. Seek Legal Advice. 3. Negotiate. 4. Document Everything. 5. Evaluate Risks and Consequences. Implement Remedial Actions: Once agreements or resolutions are reached, implement necessary remedial actions promptly to address the identified problems and mitigate further risks to the contract and parties involved. Monitor and Follow-Up- Continuously monitor the situation post-resolution to ensure that the identified problems are effectively addressed, and the contract remains on track. Follow up with relevant parties as needed to address any new issues or concerns. .

Risk assessments prior initiation of negotiation in consideration of the proposed transaction in mind would be helpful. For instance, if proposed transaction is for service and this service involves gathering and storing of business sensitive data. Then performance of the privacy impact assessment prior initiation of negotiation would be helpful to protect the data as well regulatory compliances requirements in scope to fulfill the same.