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Commercial contracts

Review past negotiations before changing your contract playbook

Compare requests, unsigned drafts and signed exceptions before recommending a change to your team’s guidance.

A customer asked for a change. Another customer got it. Neither fact, on its own, tells your team what to offer next time. Before revising a playbook, separate what was requested, what was signed and why, starting with one agreement type and one issue.

Three deals, three different records

Fictional example: a software company is reviewing requests to change its service-credit terms. The examples illustrate recordkeeping, not recommended contract terms.

Deal A. The customer requested a credit for a missed response target. The signed agreement keeps the standard wording, and the negotiation notes say the customer withdrew the request. Record a request, not an accepted fallback. Without that note, record only that the request did not make it into the agreement.

Deal B. The signed agreement uses different credit wording, and the approval record limits it to one service package. Record the exception with that limit. A signed exception is not a new company default.

Deal C. Your team’s late draft included the requested wording, but the deal was abandoned without an agreement. Record the proposed concession and the abandoned deal separately, and check whether anyone internally approved the draft change. If the reason the deal stopped is unknown, say so.

Define the comparison before counting

Name the agreement type, customer segment, period and issue, and list the matters you could not review. Do not describe a few difficult deals as the company’s usual position, or compare customer and supplier agreements as if the company played the same role.

For each matter, keep the starting paper and its version, the request, the final status, any agreed wording with its conditions or approval, and the documented reason or open question, each with its source.

Ask for a decision memo, not a clause count

The memo should name the proposed change, or recommend keeping the current rule, along with the evidence, the limits of the sample and who decides. Counsel assesses the legal position and tradeoffs with the business owner; the playbook owner records what was approved, declined or left for more evidence.

For Deal B, a recommendation might read: “Keep the standard wording. Ask about the service package at intake, and send future requests for this exception to its approver.”

Once a change is approved, publish and verify the updated guidance. If a tool applies the rule, test the changed rule and its exception.

Bring the review to counsel

We want to review service-credit negotiations in one defined group of customer agreements. Please distinguish requests, unsigned drafts, signed outcomes and deal-specific exceptions; explain missing evidence; and recommend whether our playbook or intake should change. Include a source-linked decision memo and scope any drafting or workflow updates separately.

Find commercial counsel to discuss the review.

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