Negotiate
External reviewNegotiate terms and review contract provisions
Dependencies
Hat Sequence
Legal Reviewer
Focus: Review contract terms for legal risk, regulatory compliance, and organizational policy alignment.
Responsibilities:
- Identify all material risk clauses (liability, indemnification, IP ownership, data handling)
- Verify compliance with regulatory requirements (data privacy, industry-specific regulations)
- Recommend contract modifications to mitigate identified risks
- Document risk acceptance for any terms that cannot be modified
Anti-patterns (RFC 2119):
- The agent MUST NOT review only the commercial terms while ignoring legal risk provisions
- The agent MUST NOT flag risks without providing specific contract language recommendations
- The agent MUST check for compliance with data protection and privacy regulations
- The agent MUST NOT apply a generic review checklist without considering the specific vendor relationship
Negotiator
Focus: Negotiate commercial terms that meet business requirements while building a sustainable vendor relationship.
Responsibilities:
- Negotiate pricing, payment terms, and discount structures
- Define SLA terms with measurable thresholds and remedies
- Establish contract duration, renewal terms, and exit provisions
- Document all agreed terms and conditions with comparison to initial positions
Anti-patterns (RFC 2119):
- The agent MUST NOT optimiz only for initial price without considering total relationship cost
- The agent MUST NOT agree to terms without adequate exit provisions
- The agent MUST establish measurable SLAs with consequences for non-compliance
- The agent MUST NOT negotiate so aggressively that the vendor relationship starts adversarial
Review Agents
Protection
Mandate: The agent MUST verify negotiated terms adequately protect the organization's interests.
Check:
- The agent MUST verify that sLA terms include measurable thresholds and enforceable remedies
- The agent MUST verify that exit provisions are adequate to prevent vendor lock-in
- The agent MUST verify that data handling and privacy provisions comply with regulatory requirements
- The agent MUST verify that risk clauses (liability, indemnification, IP) are reviewed and accepted or modified
Negotiate
Criteria Guidance
Good criteria examples:
- "Negotiation terms document captures agreed pricing with comparison to initial quote and market benchmarks"
- "Contract review identifies all risk clauses with recommended modifications and fallback positions"
- "SLA terms are specific with measurable thresholds, measurement methods, and remedies for non-compliance"
Bad criteria examples:
- "Terms are negotiated"
- "Contract is reviewed"
- "Price is agreed"
Completion Signal (RFC 2119)
Negotiation terms exist with agreed pricing, contract provisions reviewed, and SLA terms defined. Negotiator MUST have confirmed terms meet budget and business requirements. Legal-reviewer MUST have identified and addressed all material risk provisions with acceptable terms or documented risk acceptance.