Most lawyers know what it feels like to walk into a deal with little leverage. The harder question is what to do about it. The instinct is to fight harder on the legal terms, send a heavy redline, and try to win on caps and warranties. That instinct usually makes things worse.
That was the focus of a recent How to Contract webinar hosted by Laura Frederick and featuring Olga V. Mack, CEO at TermScout, and Krista Russell, Deputy General Counsel at Airbus OneWeb Satellites. Olga brought the perspective of a former general counsel and serial CEO who has architected hundreds of deals from the inside. Krista brought 15 years of in-house experience across Airbus and FedEx, where leverage is rarely clean and legal is usually pulled in after the business has been moving for months. Together they pushed back hard on the idea that low leverage means giving up.
The conversation covered how lawyers misdiagnose leverage in the first place, what to focus on when the price is fixed, how to use operational mechanics instead of theoretical protections, how to engineer optionality and reversibility into a deal, and how to use shorter terms and documented performance to create leverage at renewal that did not exist at signing.
Here are our top ten takeaways from the speakers' comments during the webinar:
Diagnose your leverage before you accept that you have none. Most teams do not get hurt because they actually lack leverage. They get hurt because someone labels the deal non-negotiable and the team stops testing assumptions. Before you accept that label, ask what kind of leverage you actually need. Economic, timing, alternatives, or internal appetite. Naming the gap lets you structure around it.
Use the walkaway test as your honest filter. Krista's rule is simple. If the business will not seriously consider walking away, you do not have leverage no matter what the contract says. The reason does not matter. Once you accept that, your job stops being about winning the deal and starts being about structurally protecting execution.
Watch out for the constraints you create yourself. Internal pressure is often the biggest constraint on leverage and the easiest one to deny. Quarter-end targets, internal programs already in motion, leadership credibility tied to the deal. The vendor is not rushing you. You are rushing yourself. Pretending that does not exist leads to fighting the wrong battles.
Tone is a leverage signal, so watch yours. Aggressive language, maximalist clauses, and excessive redlines do not signal strength. They signal anxiety, and the other side reads them that way. When you have less leverage, your tone has to do more work, not less. Save the fight for the operational areas where ambiguity will actually hurt you.
Focus on the terms that change behavior after signing. Delivery milestones, acceptance criteria, change control, governance, and reporting obligations matter more than caps and warranties for the contracts you will never litigate. If a clause changes how people act after signing, it is high value. If it only matters in court, it is secondary.
A 10 percent price win can be a leverage loss. Teams will spend weeks fighting for a small price concession and ignore governance entirely. A year later they have no data, no documentation, no process, and no leverage. The price concession looks like a win at signing and a loss the rest of the way.
Engineer the deal the way an engineer would. Ask where the deal is most likely to fail, how it fails, and what happens next. Then design around those answers. Phase financial commitments, tie payment to acceptance, use pilots and staged rollouts, and trade flexibility for predictability where the other side would value it. Step-down rights and partial termination often protect you more than a reciprocal clause ever would.
The party that can walk away has the leverage. That was the headline of the webinar. Optionality, conditionality, and reversibility are the three things Olga architects for at a minimum. Theoretical rights you cannot realistically enforce do not give you leverage. The believable threat of walking away with little lost does.
When leverage is weak, shorten the legal language, not lengthen it. Over-lawyering compensates for weak leverage by making the contract harder to operate. Agree to the other side's legal position in fewer words and put the substance in the operational sections where your team can actually execute. Quiet, precise documentation beats dramatic language every time.
Build renewal leverage that does not exist today. Negotiate shorter initial terms even if they cost more upfront. Preserve real exit mechanics, including data portability and transition support. Architect the contract so performance can be measured and decisions documented during the term. The lawyer who walks into renewal with evidence has leverage. The lawyer who walks in with feelings does not.
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