Key Quotes
- “Good contracts professionals are curious more than anything else. Most of the folks that do well and are really good, are more curious.” — Mark Raffan
- “If they don’t like and respect you, they’re not going to deal with you.” — Linda Swindling
- “I see my job as an in-house attorney to be a facilitator. So to bring all these different parties together and have them all talking to one another.” — Nada Alnajafi
Most attorneys (55% according to a recent poll) have never received formal negotiation training, yet contract negotiations are a vital part of the contracting process.
In a recent webinar hosted by Contract Nerds 📄🤓 on “How to Negotiate Contracts Like a Negotiation Expert”, negotiation experts Mark Raffan, Linda Swindling, and Nada Alnajafi, this reality became clear. Our webinar explored practical strategies that legal and contracts professionals can immediately implement to transform their negotiation outcomes. We presented five common contract negotiation hypotheticals and discussed recommended approaches.
With an audience of 804 live attendees and 1,540 registrants, this event was described by law student Kalin Valone as “so impactful” because “we explored practical skills like anchoring negotiations with precision and designing contracts with durability in mind. But just as powerful were the softer, human-centered tools.” The Contract Nerds webinar program always hits the mark and this webinar was no miss! But in case you missed it, continue reading this article for a summary of key highlights and click below to access the full recording.
Watch and Learn: Watch the full 60-minute webinar recording and access the presentation and bonus materials to dive deeper into this topic.
Breaking Through Deadlocks: Moving Past Stalemates
Contract negotiations often reaches an impasse when parties dig into extreme positions. Consider a common scenario: a tech vendor proposes a $100 liability limitation while the customer spends $500,000 annually on services. The customer redlines the agreement and proposes a $500,000 limitation of liability clause per industry standards. After three weeks of back-and-forth rejections, the negotiation stalls completely. What should the customer do?
Mark Raffan, Founder of Negotiations Ninja and author 9 Secrets to Win Deals and Influence Stakeholders: A Field Guide to B2B Negotiations, of advocates calling out unreasonable positions directly. “I would call up whoever opposing counsel was and I would say…‘$100 is insane’,'” he states bluntly. “‘In fact, $500,000 for a 12 month cap was very reasonable and very good. So I’m actually going to pull that back now because I got my hand slapped.'” This strategy employs the pullback offer technique, where removing a previously offered concession motivates the other party to return to reasonable negotiations.
As an ex-procurement professional, Raffan’s direct approach to negotiation reflects the no-nonsense, results-oriented mindset of someone who has sat on both sides of the table and understands that time is money in business dealings. However, the professionals in the audience were a bit taken aback by his suggestion. One audience member shared “I have a different take. I don’t agree with [this] approach. I think insulting people (push back) is not a style I would be comfortable with.”
Linda Swindling, a Harvard-trained negotiator and author of Ask Outrageously: The Secret to Getting What You Really Want, emphasizes moving beyond email when deadlocks occur. “If you’re going back and forth on email, email can be read in so many different ways,” she explains. “I would actually ask them, ‘Do you have a couple of minutes? I just would like to ask some clarifying questions, so I can make sure you get what you need.‘” This move from email to a live conversation transforms combative exchanges into collaborative problem-solving. Some audience members preferred this approach to the one that Raffan shared, demonstrating that there are multiple ways to approach a negotiation and still achieve successful results.
💡Pro Tip: Ask clarifying questions when faced with seemingly unreasonable positions and don’t be afraid to call out obvious imbalances.
Navigating Power Imbalances: David vs. Goliath Tactics
Power imbalances present unique challenges when representing smaller companies in contract negotiations against industry giants. Let’s say Amazon’s procurement team presented take-it-or-leave-it standard terms to a midsize manufacturing company, including 90-day payment terms, 30-day termination rights, and a $50 million insurance requirement. The manufacturing company desperately needed the contract to hit revenue targets, but the terms threatened to destroy their cash flow, creating a classic David versus Goliath power imbalance scenario. What can the David company do to gain leverage in the negotiation?
“There’s a big difference between power and leverage. Obviously, they have more power than you. They’re Amazon. But you have leverage. So you need to figure out what your leverage is internally with your internal stakeholders and their internal stakeholders,” Raffan explains.
Swindling recommends leveraging the larger company’s stated values. “A lot of these companies like Amazon have company cultures and missions to drive smaller businesses,” she observes. ‘Well, Amazon, I see you promote smaller businesses here. How have you worked with other people in the past around this cash flow issue?’” This transforms the power imbalance into an opportunity to align with the larger party’s public commitments.
💡Pro Tip: Understanding relationship mapping becomes essential when dealing with larger organizations. Both experts emphasized identifying decision-makers and influencers, recognizing that titles don’t always correlate with actual influence.
Managing Multi-Party Complexity: Orchestrating Multiple Stakeholders
Complex negotiations involving multiple parties require careful orchestration of competing interests and decision-making processes. The challenge intensifies when each stakeholder possesses veto power without final authority.
Raffan advocates for internal alignment before external negotiation. “We’ve got to be able to have someone making a final decision.” He recommends creating an influencer map, like the one he teaches in his book, that functions like an organizational chart but identifies who influences the ultimate decision-maker. The key is to distinguish between major and minor influencers. He warns that contracts professionals often waste time with minor influencers (like analysts who provide technical input) when they should focus on relationships that can extract maximum value and leverage. Most importantly, he emphasizes that title doesn’t necessarily determine influence, so the goal is to map out who has the strongest relationships to push decisions forward rather than assuming the person with the biggest title holds the real power.
Taking a different approach, Swindling emphasizes understanding decision-making processes on both sides. She suggests asking counterparties to explain their decision-making process.
And Nada Alnajafi, In-House Counsel and Founder of Contract Nerds, emphasizes the facilitative role that in-house attorneys must play. “I see my job as an in-house attorney to be a facilitator,” she notes. “So to bring all these different parties together and have them all talking to one another because a lot of times they’re not right until you bring them together.” This perspective highlights how legal professionals add value beyond contract terms by orchestrating stakeholder alignment.
💡Pro Tip: Titles don’t always indicate influence. Create an influencer map that identifies not just decision-makers but the people who influence those decision-makers.
Read and Learn: Check out our expert-written articles on contract negotiation for more tips and best practices.
Thriving Under Time Pressure: Smart Decisions When the Clock Ticks
Time pressures, especially around quarter-end or year-end, represents one of the most common negotiation tactics, often manifesting as artificial deadlines designed to extract concessions. Legal professionals must distinguish between genuine urgency and manufactured pressure. But how?
When facing ultimatums, both experts recommend pushing back strongly. Raffan identifies time pressure as primarily tactical. He explains, “Foundationally, it’s a move, 99% of the time it’s a move to utilize time pressure, to be able to extract the maximum amount of leverage.” He recommends flipping the pressure by understanding the counterparty’s timeline constraints.
Swindling suggests negotiating the deadline itself. “I would see if I could negotiate the deadline,” she recommends. “Always try to negotiate the deadline and say, ‘Hey, I think we can get it to you by Monday afternoon. Two of our key people are out right now, or whatever the reason is, and I want to make sure we do this deal.’” This approach acknowledges urgency while securing necessary time for proper review.
💡Pro Tip: Understanding that salespeople face their own pressure and deadlines often reveals opportunities for collaborative solutions rather than zero-sum compromises.
Rebuilding Trust: Turning Adversaries into Partners
Trust issues frequently arise during contract negotiations, particularly when parties discover hidden redlines or one party introduces a new term at the final hour. The approach to addressing these situations determines whether relationships survive the negotiation process.
When facing potential trust violations, Raffan recommends giving the other party an opportunity to correct course. “We don’t know if it was a miss intentionally yet, or we don’t know if it was a miss by mistake,” he points out. “We need to verify that to be able to determine that, and we want to give the counterparty the out here.” This approach involves calling attention to the issue while providing a face-saving explanation.
Swindling agrees with providing the initial benefit of the doubt. “I call up and say, ‘Hey, I didn’t see the indemnity clause, did y’all miss doing that?,‘” she shares. “And they’ll often they’ll say, ‘Oh, yeah, whoops,’ or [explain the situation].” This diplomatic approach often resolves issues that might otherwise escalate into relationship-damaging conflicts.
However, both experts emphasize firm responses when trust violations appear intentional. If parties refuse to honor previously agreed terms, the whole deal is potentially at risk. One tactic described was to start the negotiation from square one.
💡Pro Tip: When trust issues arise, always document the resolution in writing and consider whether additional verification measures are needed for future interactions.
Connect and Learn: Check out this post from a law student who attended our webinar and extracted a ton of value–we are changing the statistics and improving negotiation education for our future lawyers.
Understanding Why Deals Stall: The Psychology Behind Rejection
Understanding why counterparties say “no” provides crucial insight for contract negotiation strategy. Research reveals that most legal professionals misunderstand the primary drivers of rejection.
We asked the audience in a poll: “What is the most likely reason others tell you “no”. Fifty percent (50%) said it’s because they lack all the information needed while only 1% thought it’s because they don’t like or respect that person. It turns out that the audience was, as expected, not aligned with the realities of human psychology and rejection. In fact, according to a larger survey conducted by Swindling, most people say “no” because they don’t like or respect the person asking. That is a mind-blowing realization, indicating that relationship factors outweigh purely logical considerations during negotiations.
It turns out, professional courtesy emerges as a surprisingly critical factor. The implication for legal professionals involves balancing assertiveness with respect. While strong positions may be necessary, maintaining a professional demeanor and showing genuine interest in the counterparty’s concerns creates better long-term outcomes.
Q&A Session and Beyond
Can being too nice during a negotiation work against you?
How do you handle negotiations when younger professionals prefer email communication?
What should you do when counterparties ghost you or refuse to engage in live discussions?
These questions and more are answered by Raffan, Swindling, and Alnajafi in the webinar recording.
Continued Learning Opportunities
- You can now access the full 60-minute webinar recording, which comes with a Negotiation Guide for Contracts Professionals and more written materials.
- Join our next free webinar live and get CLE or CPE credit! We host one webinar a month. Follow us on LinkedIn to stay updated.
- For more expert-led webinar recordings about contracts, please visit the Contract Nerds Video Library.
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