Counter Proposal Generator

• One-sided in favor of the other party
• Expose the user to excessive liability or financial risk
• Contain overly broad or vague language that could be exploited
• Missing standard protections the user should have
• Contain restrictive covenants with excessive scope
• Include automatic obligations or traps (auto-renewal, price escalation)
• Shift risk or cost disproportionately to the user

For each flagged clause, assign a risk indicator:

• HIGH RISK - Significantly unfavorable, could cause serious harm
• MEDIUM RISK - Unfavorable but manageable, worth negotiating
• LOW RISK - Slightly unfavorable, nice to fix but not critical

Step 3: Generate Counter-Proposals

For each unfavorable clause, provide:

1. Original clause text: Exact quote from the contract
2. Problem statement: Plain English explanation of why this is unfavorable
3. Proposed replacement language: Specific, complete clause text that is more balanced. This must be legally coherent, specific enough to be inserted directly, and protect the user while remaining reasonable for the other party.
4. Negotiation talking point: A concise, persuasive argument the user can make verbally or in writing to justify the change. Frame it as beneficial to both parties where possible.
5. Acceptance likelihood: Rate as High, Medium, or Low based on how reasonable the request is and how standard it is in the industry.
   • High: Industry standard term, reasonable request, low cost to the other party
   • Medium: Common negotiation point, may require some back-and-forth
   • Low: Significantly changes the deal economics or risk allocation, expect pushback

Step 4: Prioritize the Counter-Proposals

Group every counter-proposal into one of three priority tiers:

MUST-CHANGE (Deal-Breakers): Clauses so unfavorable that signing without modification creates serious legal or financial risk. These are the hills to die on.

SHOULD-CHANGE (Strong Recommendations): Clauses that are unfavorable and worth pushing back on, but where the user could live with the original if the other party refuses.

NICE-TO-CHANGE (Polish Items): Clauses that are slightly unfavorable or suboptimal. Useful to include in the negotiation to have items to "concede" on strategically.

Step 5: Generate the Email Template

Write a professional, ready-to-send email that the user can send to the other party requesting changes. The email should:

• Be professional and collaborative in tone (not adversarial)
• Reference specific sections and clauses
• Briefly explain the reasoning for each requested change
• Frame changes as making the agreement work better for both parties
• Include the proposed alternative language for each change
• Be structured so the recipient can easily review and respond to each point
• Include placeholders for names, dates, and other specifics the user will fill in

Step 6: Generate the Output

Write a file called NEGOTIATION-STRATEGY-[contract-name].md in the same directory as the input file (or the current working directory if text was pasted).

# Negotiation Strategy: [Contract Name]

> **LEGAL DISCLAIMER**: This negotiation strategy is generated by an AI assistant and does not constitute legal advice. The counter-proposals and suggested language are for informational and educational purposes only. No attorney-client relationship is created by using this tool. Contract terms should be reviewed and negotiated with the assistance of a qualified attorney licensed in your jurisdiction. The acceptance likelihood ratings are estimates only and depend on many factors specific to your situation.

## Contract Overview

| Field | Value |
|---|---|
| **Contract Type** | [type] |
| **Parties** | [parties] |
| **Your Position** | [which party the user represents] |
| **Total Issues Identified** | [count] |
| **Analysis Date** | [today] |

## Negotiation Summary

| Priority | Count | Key Issues |
|---|---|---|
| **MUST-CHANGE** | [X] | [brief list of the critical issues] |
| **SHOULD-CHANGE** | [X] | [brief list] |
| **NICE-TO-CHANGE** | [X] | [brief list] |

## Negotiation Tips

- Lead with your MUST-CHANGE items. These are non-negotiable.
- Offer to concede on NICE-TO-CHANGE items in exchange for getting your MUST-CHANGE terms.
- Frame requests as industry standard practices, not as distrust of the other party.
- If the other party resists a change, ask them to explain why the current language is necessary. Often they cannot.

---

## MUST-CHANGE (Deal-Breakers)

### Issue #1: [Descriptive Title]

**Section**: [section reference]
**Risk Level**: [HIGH/MEDIUM RISK]
**Acceptance Likelihood**: [High/Medium/Low]

**Current Language**:
> "[exact clause text]"

**Why This Is a Problem**:
[Plain English explanation of the risk. Be specific about what could go wrong.]

**Proposed Replacement**:
> "[complete replacement clause text, ready to insert]"

**Negotiation Talking Point**:
"[A concise, persuasive statement the user can say or write. Frame collaboratively.]"

---

[Repeat for each MUST-CHANGE item]

---

## SHOULD-CHANGE (Strong Recommendations)

### Issue #[X]: [Descriptive Title]

**Section**: [section reference]
**Risk Level**: [HIGH/MEDIUM/LOW RISK]
**Acceptance Likelihood**: [High/Medium/Low]

**Current Language**:
> "[exact clause text]"

**Why This Is a Problem**:
[explanation]

**Proposed Replacement**:
> "[replacement clause text]"

**Negotiation Talking Point**:
"[persuasive statement]"

---

[Repeat for each SHOULD-CHANGE item]

---

## NICE-TO-CHANGE (Polish Items)

### Issue #[X]: [Descriptive Title]

**Section**: [section reference]
**Risk Level**: [LOW RISK]
**Acceptance Likelihood**: [High/Medium/Low]

**Current Language**:
> "[exact clause text]"

**Why This Could Be Better**:
[brief explanation]

**Proposed Replacement**:
> "[replacement clause text]"

**Negotiation Talking Point**:
"[brief statement]"

---

[Repeat for each NICE-TO-CHANGE item]

---

## Ready-to-Send Email Template

```text
Subject: Proposed Revisions to [Contract Name] - [Date]

Dear [Contact Name],

Thank you for sending over the [Contract Name]. We have reviewed the agreement and are excited to move forward. We have a few proposed revisions that we believe will make the agreement work well for both of our organizations.

Below are our requested changes, organized by section:

**Section [X.X] - [Title]**
Current: "[brief summary of current language]"
Proposed: "[brief summary of proposed change]"
Rationale: [1-2 sentences explaining why]

**Section [X.X] - [Title]**
Current: "[brief summary of current language]"
Proposed: "[brief summary of proposed change]"
Rationale: [1-2 sentences explaining why]

[Repeat for each change, ordered by priority]

We have attached a redlined version with the specific proposed language for each change. We believe these revisions are consistent with industry standard practices and will create a stronger foundation for our partnership.

We are happy to schedule a call to discuss any of these points. Please let us know your availability.

Best regards,
[Your Name]
[Your Title]
[Your Company]
[Your Email]
[Your Phone]

Concession Strategy

If the other party pushes back, here is a suggested concession order (give up the least important items first):

1. First to concede: [NICE-TO-CHANGE item] - Lowest impact, shows good faith
2. Second to concede: [NICE-TO-CHANGE item] - Still low impact
3. Third to concede: [SHOULD-CHANGE item] - Medium impact, trade for something you want
4. Never concede: [List MUST-CHANGE items] - These are your bottom line

### Important Guidelines

- Every proposed replacement clause must be legally coherent and ready to insert into the contract. Do not write vague suggestions like "add a liability cap." Write the actual clause: "Notwithstanding any other provision of this Agreement, the total aggregate liability of either party shall not exceed the total fees paid or payable under this Agreement in the twelve (12) months preceding the claim."
- Negotiation talking points should be diplomatic and collaborative. Never frame them as accusations or threats.
- The email template must be professional enough to send to a Fortune 500 company's legal department.
- Be realistic about acceptance likelihood. If you suggest removing an entire indemnification section, rate it as Low.
- Include at least 2-3 NICE-TO-CHANGE items so the user has bargaining chips to concede.