Negotiation is one of the highest-leverage skills in any professional context. Every time you reach an agreement with another party — on price, scope, timeline, or terms — you are negotiating. Yet most people approach negotiations reactively, relying on instinct rather than a structured process.
This guide provides a step-by-step framework that works for any negotiation: procuring goods or services, renewing a contract, resolving a commercial dispute, or closing a complex deal. Throughout the guide, AI-assisted prompts and worked examples show how tools like Claude can accelerate preparation, sharpen analysis, and reduce the risk of missing critical details — while keeping human judgment firmly in control of every decision.
Why Structured Negotiation Matters
| Unstructured Negotiation | Structured, Prepared Negotiation |
|---|---|
| Enter sessions without clear objectives | Define must-haves, priorities, and walk-away point before sitting down |
| React to the other party's opening offer | Anchor the discussion with a well-researched first position |
| Make concessions without a plan | Trade lower-priority items strategically to protect what matters most |
| Agree to terms you regret later | Align every point to a contract clause before signing |
| No record of what was agreed verbally | Document every commitment in writing, in real time |
| Rely on one person to manage everything | Deploy a coordinated team with defined roles and responsibilities |
Negotiation outcomes are determined almost entirely before you sit down at the table. The party that has done more preparation — who has built a stronger BATNA, prioritised their requirements more clearly, and assigned roles more deliberately — will consistently outperform one that has not, regardless of personality or experience.
What You Will Achieve by Following This Guide
- A clear, written set of negotiation objectives before any session begins
- A developed BATNA that defines your walk-away point with confidence
- An AI-generated Negotiation Brief and BATNA research summary — human-verified and ready before your first session
- A coordinated team with defined roles and a RACI responsibility matrix
- A prioritised list of negotiation points (must-haves vs. good-to-haves)
- A negotiation project plan with phased milestones, owner assignments, and a clear timeline
- A strategic concessions framework — what to trade and what to protect
- A first-pass ROI model — conservative, expected, and aggressive scenarios — built before any session begins
- A map of every agreed point to its corresponding contract clause
- An AI contract reconciliation report flagging missing clauses, changed wording, and internal contradictions before you sign
- A repeatable, AI-enhanced process you can use for every future negotiation
Who This Guide Is For
| Context | How This Guide Applies |
|---|---|
| Procurement & Supply Chain | Negotiating supplier contracts, renewals, pricing, service levels, and terms |
| Project Management | Agreeing scope, timelines, resource commitments, and change orders |
| Sales & Business Development | Closing deals, structuring commercial terms, and managing counteroffers |
| Legal & Contract Management | Aligning negotiation points with enforceable contract clauses |
| Finance & Operations | Negotiating cost structures, payment terms, and performance-based commitments |
| Any Professional Context | Wherever two parties need to reach a mutually acceptable agreement |
Preparation is where negotiations are won. The time you invest before entering a session determines the confidence, clarity, and leverage you bring to the table.
2.1 Define Your Objectives
Before any negotiation, the team must agree in writing on what a successful outcome looks like.
| Objective Type | Description & Examples |
|---|---|
| Primary Objective | The single most important outcome. Define it specifically. Example: 'Secure a three-year contract with pricing fixed for Year 1 and capped at 3% in Years 2–3.' |
| Secondary Objectives | Important outcomes that strengthen the deal. Example: 'Obtain performance penalties for missed delivery deadlines; secure data ownership rights.' |
| Desirable Outcomes | Enhancements that add value but are not essential. Example: 'Training included at no additional cost; option to expand scope at locked-in rates.' |
| Walk-Away Position | The point at which no deal is better than this deal. Define it before entering — never during. Example: 'If price exceeds $X or data ownership is not granted, we decline.' |
Objectives agreed only verbally tend to shift under pressure. Before your first session, circulate a one-page Negotiation Brief. All team members sign off. This document governs every decision at the table.
2.2 Develop Your BATNA
Your BATNA — Best Alternative to a Negotiated Agreement — is the most important single piece of preparation. It defines what you will do if no agreement is reached, and it sets the floor below which you should never accept a deal.
Identify All Alternatives
Brainstorm every realistic course of action if this negotiation fails — other suppliers, in-house alternatives, delaying the decision, or partial solutions.
Evaluate Each Alternative
Score each option against cost, quality, risk, time to implement, and strategic fit. Quantify the value of each alternative where possible.
Select Your Best Alternative
The option with the highest overall value becomes your BATNA. Ensure the whole team understands it and agrees it is realistic.
Set Your Reservation Point
Translate your BATNA into specific negotiation terms — the minimum acceptable price, scope, or conditions. Write it down before sitting down at the table.
Improve Your BATNA Actively
Running parallel discussions with multiple parties before entering a negotiation significantly strengthens your position.
Keep the specifics of your BATNA private but subtly signal that you have credible alternatives. Simply knowing — and communicating — that you have a viable alternative fundamentally changes the dynamic.
2.3 Research the Other Party
| Research Area | What to Find Out and Why |
|---|---|
| Their Objectives | What does the other party need from this deal? Understanding their primary goal lets you structure proposals that feel like wins for them while protecting what matters to you. |
| Their Constraints | Budget limits, internal approval thresholds, deadlines, or regulatory requirements can be powerful leverage points. |
| Their BATNA | What will they do if this negotiation fails? A party with a weak alternative is more flexible. Estimate their walk-away position. |
| Market Benchmarks | What are prevailing market rates, standard terms, or industry norms? Data-backed positions are much harder to dismiss than assertions. |
| Decision Makers | Who actually has authority to agree? Negotiating with someone who cannot say yes is wasted time. |
2.4 Build Your Negotiation Project Plan
A negotiation is a project. It has phases, activities, owners, and deadlines. The plan below shows a representative timeline for a medium-complexity negotiation running across eight weeks.
| Activity | Owner | Phase |
|---|---|---|
| PHASE 1 — PRE-NEGOTIATION PREPARATION (Weeks 1–2) | ||
| Define objectives & Negotiation Brief | All | Plan |
| Develop BATNA & walk-away position | Lead Neg. | Plan |
| Research other party & market benchmarks | PM / All | Plan |
| Build TCO model & cost analysis | Finance | Plan |
| Legal review of any existing draft terms | Legal | Plan |
| Prioritize & assign all negotiation points | All | Plan |
| ◆ Steering Committee brief & sign-off | SC | Plan |
| PHASE 2 — ACTIVE NEGOTIATION SESSIONS (Weeks 3–7) | ||
| Session 1–5: Opening through final positions | Lead Neg. | Execute |
| Session debriefs & strategy recalibration | Full Team | Execute |
| ◆ Verbal agreement reached | Lead Neg. | Execute |
| PHASE 3 — POST-AGREEMENT (Week 8) | ||
| Contract drafting & legal refinement | Legal | Close |
| Full negotiation record vs. contract check | Full Team | Close |
| ◆ Steering Committee final approval & signature | SC / Lead | Close |
| Critical Timing Rule | Why It Matters |
|---|---|
| Never enter Session 1 before Phase 1 is complete | Your BATNA, objectives, and prioritised points must be finalised before the first word is spoken at the table. |
| Allow at least one working day between sessions | The debrief and strategy recalibration after each session is as important as the session itself. |
| Do not begin contract drafting until all sessions are complete | Drafting clauses while points are still open invites assumptions. |
| Build buffer into Week 8 for legal review | Build at least three working days of legal review time before the target signature date. |
Having multiple team members speak without coordination is one of the most damaging errors in negotiation. Agree in advance: only the Lead Negotiator speaks unless directly invited by them.
Core Team Roles
Lead Negotiator
The primary spokesperson during all sessions. Orchestrates strategy, controls the pace and flow of discussion, and makes real-time tactical decisions.
- Lead all direct discussions and present all offers and counteroffers
- Develop and execute the overall negotiation strategy, adapting it session by session
- Control the pace — know when to push, when to pause, and when to adjourn
- Decide when to invoke the BATNA or walk away from the table
Project / Programme Manager
Ensures the negotiation runs to plan. Coordinates preparation, tracks action items, and manages documentation throughout the process.
- Build and maintain the negotiation project plan with milestones and deadlines
- Capture decisions, commitments, and open items in real time during sessions
- Distribute meeting minutes and track action items to closure
Legal Representative
Ensures all terms protect your organisation's interests, comply with applicable law, and provide clear, enforceable remedies.
- Review and draft contract language, amendments, and side letters
- Identify and flag legal risk in any proposed clause or term
- Protect intellectual property, data ownership, and privacy obligations
Financial Manager
Oversees the financial dimension — ensuring value for money, budget compliance, and long-term cost predictability.
- Develop and maintain a Total Cost of Ownership (TCO) model
- Benchmark the other party's pricing against market rates
- Negotiate multi-year pricing with capped annual increases
Subject Matter Expert (SME)
Provides deep technical, operational, or domain expertise relevant to the subject of the negotiation.
- Define detailed technical or operational requirements for the agreement
- Evaluate the other party's proposed solution against those requirements
- Specify acceptance criteria for deliverables
| Letter | Meaning and How to Apply It |
|---|---|
| R — Responsible | The person who does the work or leads the activity. There must be at least one R for every task. |
| A — Accountable | The person ultimately answerable for the outcome. Only one person can be Accountable per task. They approve the work done by those Responsible. |
| C — Consulted | People whose input is sought before or during the task. Two-way communication. Typically subject matter experts or senior stakeholders. |
| I — Informed | People kept up to date on progress or decisions. One-way communication. They do not need to participate in the task itself. |
RACI Applied to Key Negotiation Activities
| Negotiation Activity | Lead Neg. | PM | Legal | Finance | SME |
|---|---|---|---|---|---|
| Overall strategy & objective-setting | A | R | C | C | C |
| Requirements definition | C | R | C | C | A |
| BATNA development & research | A | R | C | C | C |
| Pricing & TCO analysis | C | I | I | A/R | C |
| Contract terms & legal review | C | I | A/R | C | I |
| Technical / operational requirements | C | C | I | I | A/R |
| Concession decisions | A | C | C | C | C |
| Session documentation & minutes | I | A/R | I | I | I |
| Final contract review & sign-off | R | I | A | R | C |
5.1 Categories of Negotiation Points
| Category | What It Covers |
|---|---|
| Commercial Terms | Pricing, payment schedules, discounts, cost escalation caps, penalties, incentives, and financial protections |
| Scope & Deliverables | Exactly what is being provided, to what standard, within what boundaries, and by when |
| Performance & Service Levels | Uptime, response times, resolution targets, quality standards, and how failures are defined and remedied |
| Legal & Compliance | Warranties, indemnities, liability limits, IP rights, data ownership, and privacy obligations |
| Governance & Reporting | Communication protocols, reporting cadence, escalation paths, and dispute resolution mechanisms |
| Transition & Exit | Rights and processes at contract end: data return, notice periods, termination triggers, and exit assistance |
5.2 Priority Levels
| Priority | Definition and How to Use It |
|---|---|
| 🔴 Must-Have | Absolute minimum requirements. No deal is acceptable without these. If the other party will not meet a Must-Have, invoke your BATNA. |
| 🟠 High Priority | Very important items. Some room to negotiate on specific terms, but not on inclusion. Fight hard for these. |
| 🟡 Medium Priority | Desirable items that improve the agreement but are not critical. Use these to trade against higher-priority items. |
| 🟢 Good-to-Have | Nice additions that can be conceded with minimal impact. Use these as the primary currency for trading. |
Under pressure, it is tempting to reclassify a Must-Have as 'High Priority' to keep the deal alive. Resist this. Your Must-Haves were defined with clear reasoning before the session began. If the other party will not meet them, your BATNA — not a compromised agreement — is the right outcome.
Complete Your Pre-Negotiation Preparation
Circulate and sign off the Negotiation Brief. Complete the prioritised point list. Confirm legal has reviewed any draft contract. Agree internal communication protocols.
Set the Agenda for Each Session
Propose the agenda in writing before every session. Include topics in your preferred sequence, time allocations, and ground rules. This controls what is discussed — a significant structural advantage.
Open the Session Strategically
Anchor early with a well-researched first position. Confirm the agenda before diving into substance. Listen more than you speak in the early stage — information gathered here shapes your strategy.
Work Through Each Negotiation Point Systematically
Present positions with supporting rationale — data beats assertions every time. Do not negotiate against yourself: wait for a counter before moving your position. Use adjournments deliberately.
Make and Receive Concessions Strategically
Never concede without receiving something in return. Use 'if–then' language: 'If you can meet us on price, then we can be flexible on the payment schedule.' Keep a real-time concession log.
Document Every Agreement in Writing
The PM reads back agreed points aloud at the end of each session. Both parties confirm the record in writing before the next session begins. Issue a written summary within 24 hours.
Close and Formalise the Agreement
Cross-reference every agreed term against the checklist. Align every agreed point to its corresponding contract clause. Conduct a final legal review before execution. Establish post-contract governance before signing.
Never give something for nothing. Every concession you make should be conditional on receiving something of equal or greater value in return. Use 'if–then' language explicitly: 'If you can agree to X, then we can offer Y.'
7.1 High-Value Concessions — Offer Only for Significant Return
| Concession Type | When to Offer It and How to Protect Your Interests |
|---|---|
| Longer Contract Term | Offer a multi-year commitment in exchange for significant pricing concessions (15–20% discount). Require: favourable early termination rights and performance exit clauses. |
| Accelerated or Upfront Payment | Offer faster payment in exchange for an overall cost reduction (5–10%). Require: clear acceptance milestones before payment triggers. |
| Reference or Case Study Status | Agree to serve as a reference customer in exchange for discounts or additional services. Require: approval rights over all content. |
| Volume Commitment | Commit to higher volume in exchange for better unit pricing. Require: flexibility provisions if internal demand changes. |
7.2 Medium-Value Concessions — Use Flexibly to Gain Momentum
| Concession Type | Guidance |
|---|---|
| Delivery or Timeline Flexibility | Accept a slightly extended delivery timeline in exchange for reduced cost or higher quality. Always maintain firm deadlines for critical milestones. |
| Reduced Specification on Non-Critical Items | Accept a standard specification for elements that are not operationally critical. Ensure core performance requirements remain unaffected. |
| Phased vs. Immediate Implementation | Accept a phased rollout in exchange for reduced risk or lower upfront cost. Define clearly what 'Phase 1' must include before the concession is offered. |
7.3 Low-Value Concessions — Use Freely as Trading Currency
| Concession Type | Guidance |
|---|---|
| Minor Customisation or Formatting | Accept standard formats with small adjustments rather than bespoke solutions. The operational impact is minimal; the cost saving can be meaningful. |
| Administrative Preferences | Concede on meeting formats, communication channels, or reporting tools that have no material effect on outcomes. This builds goodwill at zero real cost. |
7.4 AI-Assisted Concession Strategy
Your concession log is not just a record — it is a dataset. AI can analyse it between sessions to reveal hidden patterns, flag one-sided trades, and improve your team's trading discipline.
7.5 Concession Log Template
| Date | What We Gave | Priority | What We Received | Return Priority | AI Flag |
|---|---|---|---|---|---|
| 2026-04-07 | Extended payment to net 60 | 🟢 Good-to-Have | None — given freely | — | ⚠️ One-sided |
| 2026-04-07 | Accepted 3% annual escalation cap | 🟠 High | Secured data ownership (Must-Have) | 🔴 Must-Have | ✅ Balanced |
| [Date] | [Describe what was given] | [Priority] | [Describe what was received] | [Priority] | [AI Flag] |
| AI Flag | What It Means — and What to Do |
|---|---|
| ✅ Balanced trade | Equivalent or better value received in return. No action required. |
| ⚠️ One-sided | No return recorded for this concession. Before the next session, identify one item to request in compensation. |
| 🔴 Pattern risk | The same priority level has been conceded repeatedly without equivalent gain. Call an adjournment before any further concessions at this priority level. |
No matter how clearly something was discussed at the table, the signed contract is the only record that matters legally. As each point is agreed, immediately identify which contract section will capture it.
8.1 Standard Contract Framework
| Contract Section | What It Covers — and What to Verify |
|---|---|
| Scope & Specifications | Defines exactly what is being provided. Verify: every agreed deliverable is listed; nothing implied verbally is left out. |
| Pricing & Payment Terms | Unit prices, payment milestones, discount structure, escalation caps. Verify: all agreed discounts are documented. |
| Performance Standards & SLAs | Agreed service levels, response times, uptime guarantees. Verify: all negotiated metrics are specified; measurement methods are defined. |
| Liability & Indemnities | Caps on financial exposure, indemnity obligations, and exclusions. Verify: liability cap reflects the agreed amount. |
| IP & Data | Ownership of created IP, data rights, and usage restrictions. Verify: all negotiated data ownership provisions are captured. |
| Term, Renewal & Termination | Contract duration, renewal options, notice periods, and termination rights. Verify: no automatic renewal without sufficient notice. |
| Transition & Exit | Process at contract end: data return, knowledge transfer, handover support. Verify: data return timeline and format are specified. |
8.3 AI-Assisted Contract Reconciliation
Every flag raised by AI must be verified by your Legal Representative before any action is taken. AI identifies discrepancies with high reliability but cannot interpret legal intent, jurisdiction-specific implications, or the commercial context of a clause.
Pre-Negotiation Preparation
- Negotiation objectives defined and documented in writing (primary, secondary, walk-away)
- BATNA developed, evaluated, and agreed by all team members
- Other party researched: objectives, constraints, BATNA, key decision makers
- All negotiation points identified, categorised, and prioritised (Must-Haves confirmed)
- Points assigned to team members based on expertise
- RACI matrix completed and distributed to all team members
- Financial Manager's TCO model reviewed and approved
- Legal has reviewed any term sheets or draft contract from the other party
- Internal communication protocols agreed (signalling, adjournments, escalation)
- First session agenda drafted and proposed to the other party
- AI-generated draft of Negotiation Brief created and reviewed by team
- AI-run BATNA research completed — human-verified
During Each Negotiation Session
- Agenda confirmed with both parties at the start of the session
- PM capturing all decisions, commitments, and open items in real time
- Concession log maintained — every trade-off recorded with what was received in return
- Agreed points read back aloud at the end of the session and confirmed by both parties
- Written session summary issued within 24 hours
- Any escalation items flagged to the Steering Committee before the next session
- Concession log analysed by AI after each session for balance of give/take
Post-Agreement Review
- All negotiation points cross-referenced against the draft contract — nothing missing
- Every agreed point mapped to its specific contract clause
- Contract reviewed by legal before signature
- Post-contract governance established: performance owner, escalation path, review cadence
- Payment schedule and financial tracking mechanisms set up by Finance
- Lessons learned documented for use in future negotiations
- AI contract reconciliation run — discrepancies resolved before signature
Preparation and Positioning
- Research before you speak. Data-backed positions are far harder to dismiss than assertions. Benchmark prices, service levels, and industry norms before the first session.
- Anchor early and confidently. The first number offered sets the psychological reference point for the entire negotiation. Make your opening position well-researched, justified, and slightly ambitious.
- Never negotiate against yourself. Once you have made an offer, wait for a counter before moving your position. Filling silence with concessions is one of the most expensive habits in negotiation.
Pricing and Commercial Tactics
- Demand itemised pricing. Always request transparent, line-by-line pricing. Bundled pricing obscures margins and prevents you from negotiating each component independently.
- Negotiate multi-year pricing with caps. Secure price protection over the full contract term. If a fixed price is not achievable, insist on escalation tied to a published index (e.g., CPI) with a clear annual cap.
- Use milestone-based payments. Tie payment to delivery of defined outcomes, not to the passage of time. Include a holdback (10–20% of total) payable only on final acceptance.
- Avoid automatic renewal. Auto-renewal clauses remove your leverage at the next negotiation cycle. Require 90–120 days minimum notice for any renewal decision.
Leverage and Timing
| Tactic | How to Apply It |
|---|---|
| Create competitive tension | Run parallel discussions with multiple parties wherever possible. Simply signal that you are evaluating alternatives. Real competition produces real concessions. |
| Use silence effectively | After making an offer, stop talking. Silence is uncomfortable — but the next person to speak usually concedes ground. |
| Adjourn when needed | If the other party springs a surprise or makes a significant demand, adjourn rather than responding under pressure. Return with a considered position. |
Responding to Unexpected Demands — A Worked Example
Worked example — $500,000 services contract. The other party has demanded a 50% upfront deposit. Our standard is 20%. Goal: protect cash flow while appearing to concede.
Most Favourable — Milestone-Staged Payments
"We can move to 25% upfront with the remaining balance tied to three defined delivery milestones." Protects us: we move only 5% above our standard, and every subsequent payment is conditional on delivery.
Middle Ground — Enhanced Upfront for a Price Reduction
"We would consider 30% upfront if you can meet us on a 5% reduction to the total contract value." We offer more cash early but extract direct commercial value in return.
Least Favourable — Phased Increase with a Performance Trigger
"We can offer 35% upfront, with the condition that the remaining balance reverts to standard net-30 terms following successful completion of the first delivery phase."
| Function | What This Means in Practice |
|---|---|
| Strategic Oversight | Provides high-level direction and confirms the negotiation strategy reflects organisational priorities. Approves the Negotiation Brief before the first session. |
| Approval Authority | Authorises the team to proceed to each phase. Reviews and approves concessions on Must-Have items. Confirms the final deal before signature. |
| Decision Support | Acts as the escalation point when the negotiation team reaches an impasse or a situation outside their authority. Provides timely decisions. |
| Risk Management | Reviews risk assessments related to the negotiation: financial exposure, reputational risk, legal liability, and strategic dependency. |
Decision-Making Authority Framework
| Decision Type | Who Decides |
|---|---|
| Tactical decisions within pre-agreed parameters | Lead Negotiator leads, team provides input |
| Trade-offs between Good-to-Have and Medium Priority items | Negotiation Team — collective agreement required |
| Concessions on High Priority items | Lead Negotiator with Financial Manager or Legal sign-off |
| Any compromise on a Must-Have requirement | Steering Committee approval required — do not concede without it |
| Financial commitment exceeding approved budget | Steering Committee approval required |
| Final agreement and execution | Steering Committee sign-off before signature |
Value Delivered by Structured Negotiation
| Value Driver | Typical Range | Notes |
|---|---|---|
| Direct cost reduction | 5–25% of contract value | Higher end achievable on first-time negotiation with incumbent supplier |
| Cost escalation protection | 3–8% per year avoided | Compounds significantly on 3–5-year agreements |
| Performance remedy capture | 1–5% of annual fees | Requires well-drafted performance standards at negotiation stage |
| Avoided dispute and remediation costs | $50K–$500K+ per incident | Single prevented dispute often exceeds cost of entire negotiation process |
Example Output — $500K IT Services Contract, 60 hours at $150/hr
| ROI Driver | Conservative | Expected | Aggressive |
|---|---|---|---|
| Direct cost reduction (5–25%) | $25,000 | $75,000 | $125,000 |
| Escalation protection — Yr 2 (3–8%) | $15,000 | $27,500 | $40,000 |
| Escalation protection — Yr 3 (compounded) | $15,450 | $28,325 | $43,200 |
| Performance remedy capture (1–5%) | $5,000 | $15,000 | $25,000 |
| Total estimated value gained | $60,450 | $145,825 | $233,200 |
| Process cost | $9,000 | $9,000 | $9,000 |
| ROI ratio | 6.7 : 1 | 16.2 : 1 | 25.9 : 1 |
AI Quick-Reference Prompts
| Situation | Prompt to Use |
|---|---|
| Generating the Negotiation Brief | "Draft a one-page Negotiation Brief for a [$X] [contract type]. Primary objective: [outcome]. BATNA: [alternative]. Include secondary objectives, desirable outcomes, walk-away position, and three opening questions." |
| Unexpected demand | "The other party just demanded [X]. Our standard is [Y]. List three counteroffers that protect [our interest] but appear to be concessions. Rank most to least favourable to us." |
| Concession balance check | "Review this concession log. Does our side show a pattern of conceding faster or more than we receive? Flag any imbalance." |
| Contract reconciliation | "Compare this Negotiation Record against the draft contract. Flag any Must-Have points missing, any language that changes an agreed meaning, and any new clauses not discussed." |
When to Invoke These Responses
| Situation | Recommended Response |
|---|---|
| Other party anchors with an extreme opening offer | Do not react emotionally. Counter with a well-researched position. Explain your rationale calmly. Do not split the difference immediately. |
| You receive a take-it-or-leave-it ultimatum | Treat it as information, not as a final position. Restate your requirements, propose adjournment, and explore whether there is a different structure that works for both parties. |
| Negotiation stalls on a single point | Move to a different point. Return to the sticking point later — progress elsewhere often makes the sticking point easier to resolve. |
| You are being pressured to exceed your walk-away point | Invoke your BATNA explicitly: 'We have an alternative we are prepared to pursue. We would prefer to reach an agreement here, but not at terms below our minimum.' |
| The other party requests a concession on a Must-Have | Decline clearly: 'That is not something we can flex on. What we can offer is flexibility on [tradeable item].' |
Treat any AI tool that does not operate under your organisation's data processing agreement as a public channel. Never paste unredacted contract drafts, counterparty names, pricing, or strategic positions into a public AI tool.
14.1 What Is Safe to Share with AI
| Content Type | Guidance |
|---|---|
| Anonymised or fictional examples | ✅ Safe — use placeholder names, redacted values, and generic descriptions whenever testing prompts or exploring scenarios. |
| Publicly available market data | ✅ Safe — benchmarks, published pricing guides, industry reports, and regulatory frameworks contain no confidential information. |
| Generic process questions | ✅ Safe — asking AI to explain negotiation concepts or draft generic frameworks involves no confidential data. |
| Worked examples using your own data | ⚠️ Use enterprise AI only — if you need AI to analyse your actual contract, pricing, or counterparty terms, use a platform operating under your organisation's data agreement. |
14.2 What Must Never Be Shared with a Public AI Tool
| Content to Protect | Why It Matters |
|---|---|
| Unredacted contract drafts | Contract terms are legally sensitive and commercially confidential. |
| Counterparty names linked to deal terms | Combining a named organisation with specific pricing, risk flags, or legal positions creates a confidential profile. |
| Your BATNA details | Your walk-away position and alternative vendor information is the most strategically sensitive element of any negotiation. |
| Board or committee-approved mandates | Approved financial limits, authorised concession ranges, and Steering Committee decisions are internal governance documents. |
14.3 Safeguarding Checklist
- Confirmed which AI platform is being used and whether it operates under your organisation's data processing agreement
- Removed or redacted: counterparty name, specific pricing, BATNA details, and personal data before pasting any content
- Used placeholder names (e.g., 'Vendor A', '$X') for all exploratory or testing prompts
- Confirmed with Legal or IT Security if unsure whether a specific AI tool is approved for use with sensitive materials
If you are uncertain whether a specific use of AI is appropriate for the sensitivity of the material, the answer is always: use placeholders, remove counterparty names, and check with your Legal or IT Security team before proceeding.