Working off our own template is the comfortable case. We know the language, we know the fallbacks, and we know which trades we will accept before we even open the file. Working off the other side's paper strips all of that away, and the document in front of us is a stranger. The instinct is to fix everything, and that instinct is exactly what gets us in trouble.
A How to Contract webinar hosted by Laura Frederick brought together Krista Lynn Thompson, Director of Legal at Airbus US Space and Defense, and Nate Kostelnik, Strategic Advisor at Ozeki Technologies, to talk through how lawyers actually handle this. Krista negotiates supplier paper constantly in aerospace and approaches negotiation as a sport. Nate works contracts across industries and brings a strong point of view on how redlines get framed and received. Between them, they covered both sides of the table.
The conversation ranged across the mindset shift required when we do not own the paper, how to triage which provisions are worth fighting for, how to present redlines so the other side wants to accept them, how to respond when counterparties hide behind "this is our standard," and how to adjust strategy when leverage or timing tilt against us.
Here are our top ten takeaways from the speakers' comments during the webinar:
Accept that you are on their paper before you start redlining. Covering someone else's template in blood-red changes signals that we never accepted the premise of the negotiation. We will not get the layered defenses we are used to on our own paper, and pretending otherwise costs us leverage and goodwill. Pick the changes that actually protect us and let the rest go.
Triage every provision into existential, operational, or annoying. The existential and operational buckets are where we should spend our time. The annoying bucket is mostly lawyer preference dressed up as risk, and burning capital on it makes the real fights harder to win. We should also keep the triage calibrated to the actual deal in front of us, because clauses that mattered five years ago may not matter now.
Start with a conversation, not a redline. Krista's 20 questions and Nate's "talk to the business team first" both point at the same move. We should not be working in isolation on the document. Half the time, the business concern that triggered the request is already addressed somewhere else in the template, and a short call surfaces that. The conversation is the work. The redline is what we do after.
Send a cover email and write it yourself. A short email that names the sections changed and explains the rationale lets the other side absorb the position before they open the file. By the time they see the document, the framing is already in their head. This is not a place for AI-generated text. The personal voice is precisely what carries the work, and a flat AI email undercuts the message.
Make the counterparty look good when they concede. The goal is to make the other side feel like they won, or at least to give them something they can defend internally. Lead with the business problem rather than declaring a clause a non-starter. Layer in real acknowledgments when leadership is on the call. Concessions framed as joint problem-solving land far more often than concessions framed as defeat.
Walk around policy objections instead of engaging them. When the counterparty cites "this is our standard" or "company policy," arguing about whether it really is a policy is a losing trade. Krista just continues the conversation she would have had if the objection had never been raised. Most of the time the person citing the policy has very little authority to change it anyway, and the win comes from finding the workaround, not winning the argument.
Route around locked language with a different document. When the standard agreement will not move, the order form, the statement of work, or a side letter sometimes will. A sentence or two in the right place can deliver the same protection without forcing the counterparty to admit the template changed. Nate flagged this for SaaS deals specifically, and it works in any setting with layered commercial documents.
In low-leverage situations, do not bluff and stop fighting on preference. Bluffs get spotted, and getting caught in one makes a bad position worse. We have to become more surgical, preserve negotiation capital for the issues that actually move risk, and accept that we will not get everything we would get on our own paper. Telling more stories and explaining more reasoning makes the case for the few concessions we genuinely need.
Be yourself in the negotiation. Krista treats it as sport. Laura prefers everyone to be friends. Neither approach is wrong, and trying to be someone else in the room reads as inauthentic immediately. Counterparties cannot always name what feels off, but they can feel it, and that costs us credibility. The strongest negotiators we work with are the ones who sound like themselves, not the ones who are performing.
Side letters and pre-signature understandings are not enforceable in practice. When the business team is relying on a verbal commitment or a side agreement, they need to know what they are actually relying on. Promises made before signature often evaporate after the deal closes. Sign only if we are comfortable with the contract as it stands, because the agreed-to-agree may never get there.
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