What strategies can help you negotiate a contract outside your area of expertise?

Homework: Seek guidance form experts, who's been there, done that. Focus on What You Know rather than what you don't. Ask relevant Questions. Be candid and transparent: Seek a Win-Win solution.

Contract study by detail, high light the major issues, term and conditions, mitigate all risks that we have, managing conflict and monitor what happen any outside the case!

1. Educate yourself (You dont need to be an EXPERT, you just need to know one) 2. Establish your Objectives (Perfect & MVP Outcomes) 3. Understand the other parties Objectives (Perfect & MVP) 4. Define your VALUE in the interaction 5. Define the other parties VALUE in the interaction 6. Playout HOW you could get to Perfect/Perfect outcomes for both. 7. Establish points of compromise for your Perfect outcomes. 8. Proactively seek a WIN/WIN Mindset: Few contracts will be worth anything unless all parties are leaving satisfied, but all too often we fight purely for our own outcomes, but successful contracts/negotiations serve all stakeholders. Few negotiations require all or nothing outcomes.

In order to effectively negotiating a contract outside your area of expertise, here are some strategies that can help you navigate such negotiations: 1. Research and Preparation - Start by conducting thorough research on the subject matter and industry involved in the contract. 2. Define Your Objectives - Clearly define your goals and objectives for the negotiation. What are you trying to achieve? 3. Engage in Collaborative Negotiation - Foster a collaborative negotiation environment. If both parties are willing to work together, it can be easier to leverage their expertise and arrive at mutually beneficial terms. 4. Be Honest - Be transparent about your level of expertise in the subject matter.

There are so many resources out there to help get you get up to speed. This is especially critical when the subject matter of the contract is out of your comfort zone. From complicated acronyms to technical terms, it can get quite overwhelming. I like to personally talk to those outside of my team- the account manager who led the charge on that particular contract (who happens to be a subject matter expert or knows someone who is) or the HR member (who has been through similar negotiation before). Tap into your immediate network within work to see if you can find the information you need.

What you don't know, can hurt you. Your homework is to prepare and bring in expertise as needed to help you study up on the issues. One person cannot be an expert in every subject matter, which is why in M&A deals we work in teams. However, as the lead negotiator, your job is to immerse yourself in the key deal issues, even those outside your expertise. The M&A deal may involve IP licenses, leases, employment agreements or other ancillary contacts. By involving experts, the lead negotiator can evaluate issues in the context of the larger transaction and chart a strategy for success.

Taking a look on templates, samples, judgements or arbitral awards regaring to that field must be helpful. These sources help me out to discover the possible disputes may be arisen in future.

Make sure your professional indemnity insurance is current. Or, let someone who actually knows what they are doing deal with it instead.

Resources are plentiful but never overlook human capital. Reach out to experienced players in your organisation (and don’t be afraid to engage in cross functional consultation) and consider your own networks for useful contacts. 15 minutes with the right person can provide significant benefits in terms of absorbing experience but - I would argue, most importantly- allows for you to both test your understanding and ideas in a forum where immediate feedback can be received.

Have tactical empathy. Particularly when treading on unfamiliar ground, awareness of the other side's goals and perspectives is critical. What are they really bargaining for? Genuine curiosity is compelling and encourages people to say more. This builds rapport. A win-win outcome is best: so get them to present your deal, but as their idea.

A lawyer should never begin negotiating (or drafting an agreement) before deeply understanding the object and the details of the transaction, asking questions from all perspectives, until feeling confident. All the ifs, musts and maybes, the worst case scenarios etc. must go through the mind of the lawyer and his stakeholders. They need to clearly understand the whole scenario, and there is no place to feel ashamed for asking.

First offers tend to serve as powerful anchors, even for experienced professional negotiators. To make an even bigger impact, you might try opening substantive negotiations with a draft agreement, or standard-form contract, prepared with your legal counsel and any relevant decision makers from your team

When negotiating something unfamiliar, ask open-ended questions to understand better and listen carefully. It's okay not to know everything; showing you're eager to learn can help build trust and find mutual agreements.

Sometimes it is easy to assume, that a lawyer shall argue its case and try to achieve as much as possible changes/amendments to the contract draft as possible. However, more often than not, it turns out that discussing the context with the other side and seeing their point of view is beneficial for understanding the clause and the need for it. I should add, that if something the other party says derives from the clause is not clearly read, ask them to make it clearer, add explanation. Usually, the other party does not have any problem with that and it makes life for both sides easier.

Every procurement department has a project at some point where expertise is lacking. It's not a bad thing and in such a complex world you can't avoid it. From my perspective, it makes sense to involve a consultant/consulting company with the relevant narrow expertise. It helps to understand the new topic in a short time, gives insights into the preparation of negotiations and very often such consultants can also provide relevant benchmarks from projects with other customers. I can only recommend it, I have tried it myself :)

True but don’t forget that organisations are comprised of people. Remember the human element, including factors such as the desire to win, to achieve KPIs (or to prevent a career threatening loss) and other such motivations or weaknesses.

Objectivity is a Plus. Seek for legal and financial-tax support to help you asses the pros and cons. You will get a much better deal when benefits and costs from boths sides are mapped out so these issues are mot passed up. Have always in mind that with this d3al closed will be better off that with no deal at all.

It always helps to know the history behind the clause, or legal context, especially in international contracts context. If the other party explains, that their legal obligations make them include particular clause in the contract, I do not ask them to remove it, but I seek the best possible solution to the problem on my side. You can insist you want the particular "penalty" clause in the contract for ever, but if you explain that state procurement contract is obliged to have it, the negotiation will go much faster.

When negotiating a contract outside your expertise, focus on understanding your core needs, researching industry standards, and seeking expert advice to bridge knowledge gaps. Clearly communicate your goals and be open to learning during the negotiation process.

There are third parties who specialise in coaching business leaders through all areas of business including contract negotiation, employment law and finance. Reach out to a professional, get the best advice and always be learning! This will increase your confidence, experience and resilience without detriment to your current professional requirements.

Make sure the feedback sought from your client / organisation is focused on the commercial objectives and how well they were achieved. It is very important to orient your legal work in the commercial contact in which it operates. Seeking feedback regarding personal performance that is disconnected from this can result in appearing egocentric or create an ‘ivory tower’ reputation.

When seeking feedback or advice, don't forget to see the particular picture at hand - does the legal status of my organization allow me to go in the same direction? I once had to negotiate a boilerplate contract where a particular clause was making it illegal to sign in for my side. When I thought out advice from other similar organization on how they dealt with the problem, I was given advice that was not appropriate for my organization, for my client it was forbidden. Sometimes advice and research may not give the desired outcome, don't get discouraged and try to find the solution that is the most appropriate for your client.

Many times, the terms which are yet to be agreed/negotiated and outside area of expertise relate to the business operations. Apart from of course, discussing this with legally more experienced colleagues, the best thing to do is understand what the client wants and what he is willing to work around to achieve their primary aims. Alternative methods of achieving these aims are also strong negotiating tools as they offer new perspectives and provide counter-parties with a fresh perspective.

Always, I repeat always, seek advice from within your organisation and those managing the commercial relationship with the 3rd party you are negotiating against. Before any call or meeting with opposing counsel, I sit down with the sales and operations team and ask how we got to this point. I explain everything that I am proposing and why. I seek their feedback to understand if I am being 'over the top' or if my approach is correct. Once I know everyone is on my side, I can near enough guarantee negotiations will go smoothly. Nothing beats the feeling of watching operational teams take the lead in explaining my amendments to an indemnity clause to their counterpart and watching the opposing counsel realise they will need to concede.

As a transactional lawyer I have often been pushed outside my comfort zone with various customers and their industries so being flexible, inquisitive and creative is key. Seeking out why certain regulations are mandatory or important to adhere to for the customer or supplier is key, get the other side to explain this then go fact check internally, or via external counsel. That way you can return to the table well armed and well versed, which naturally opens a more confident conversation with the other side, as trust is built. Always be willing and open to ask questions and show that you are not an expert in the other sides area, this can certainly be used as an advantage.

Absolutely and such approach, as per my experience builds superior contracts even without track record of domain knowledge. There could be some errors, left unaddressed, but there should be more creative win-win aspects to the contract than those in the past.

Flexibility sometimes means picking up the phone and speaking to the other side. Flexibility means empathising with a third party's concerns and making amendments which are mutually and commercially agreeable. Flexibility means switching your language based on your audience. If you are speaking to more commercially aware individuals, be prepared to switch your communication/speaking style. Talk 'KPIs' and 'SLA's and link their impact to indemnity and liability caps, without the legal jargon. Flexibility is key to being a 'trusted advisor' in an organisation. This is because stakeholders need to have the confidence that you are able to adapt to any setting. Whether it is mediation, court, a conference call or face fo face meeting.

Summarise every meeting in writing after the meeting, it's such a critical step that is so often overlooked. It also gives the counter party the opportunity to clarify a misunderstanding before you go off on a tangent trying to solve the same.

For any negotiation to succeed the key thing is to establishing a connect between what your customer wants and what we (as an organization) want

I truly believe, you need to figure out the levers in the business engagement and pull apart all the levers and analyse and evaluate where are the pitfalls. Understanding the pitfalls are key to taking strong positions and negotiating any contract whether its within your expertise or outside. The key legal principles governing contracts remain the same. Also, any contract should be negotiated keeping litigation risks in mind. The key to a good contract is if you can avoid or navigate significant damages without breaking the bank. Given that its outside your expertise, focus should always be on making the boilerplate clauses like indemnities, limitation, reps and warranties watertight by eliminating any foreseeable risks.

In addition to all points mentioned above,an overview of cases and/or arbitrations relevant to this specific area can help you point out any"grey areas" or parts of a similar contract and make suggestions based on previous rulings. Moreover,a simple,casual discussion with the client,if that is duable, can provide information on previous problems he or another working partner of his, might have encountered on this area..

Negotiations do not have to be done individually. Assembling a strategic negotiation team can help bring the right levels of technical and non-technical expertise into the room. With upfront preparation and alignment, tag-teaming between a commercial representative and a technical SME can help to level out the knowledge gap and lend more confidence to the negotiating party.