Negotiation Prioritization

You cannot negotiate every provision with equal intensity. Negotiation capital is limited — the other party's willingness to make concessions diminishes with each request. Prioritization determines which provisions get your full negotiation effort, which get a single attempt, and which you accept without challenge. The risk score drives the priority. The deal value determines how much total negotiation capital you have.

1. Priority 1: Must Change Provisions that score above your minimum threshold — the ones where no tier of alternative language is acceptable in their current form. These get full negotiation effort, business stakeholder involvement, and escalation if needed. Typically two to four provisions per contract. [RISK]: If you have more than six must-change provisions, the contract may not be commercially viable.
2. Priority 2: Should Change Provisions that score in the amber zone — worth improving but acceptable at Tier 3 if the negotiation does not produce Tier 1 or 2. These get one negotiation attempt. If the counter-party pushes back, evaluate whether the residual risk is within appetite. Typically four to eight provisions per contract.
3. Priority 3: Nice to Change Provisions that score below the concern threshold but could be improved. These are raised only if the negotiation is going well and the counter-party is receptive. They are the first provisions withdrawn if negotiation capital is running low. [RECOMMEND]: Never spend must-change negotiation capital on nice-to-change provisions.