# Build a contract negotiation playbook with fallback positions

Creates a clause-by-clause playbook with preferred, fallback, and walk-away positions so business teams and junior lawyers negotiate consistently.

- Topic: Legal & Compliance
- Framework: Few-Shot
- Level: Standard
- Tags: Legal, Fill-in Template
- Source: https://www.thinkwithprompt.com/prompts/build-a-contract-negotiation-playbook-with-fallback-positions

## Prompt

```text
Help me build a negotiation playbook for one of our standard contract types.

**Contract type:** [e.g. "SaaS customer agreement", "supplier MSA", "reseller agreement"]
**Our usual side:** [customer / vendor / both]
**Our template (or key clauses):** [PASTE]
**Clauses counterparties push back on most:** [LIST]
**Business risk appetite:** [e.g. "conservative on liability, flexible on payment terms"]
**Who will use the playbook:** [lawyers / contract managers / sales]
**Governing law(s):** [JURISDICTIONS]

For each clause, give:
- **Why it matters** to us, in one or two plain sentences
- **Preferred position** (our template language)
- **Fallback 1 and Fallback 2**, each with sample clause language
- **Walk-away / must-escalate point**
- **Who can approve** each level (e.g. contract manager, legal, CFO)
- **Common counterparty arguments** and a short response to each

Cover at least: limitation of liability and carve-outs, indemnities, IP ownership and license, confidentiality, data protection, warranties, termination, payment terms, assignment, governing law and disputes. Add others relevant to this contract type.

Output as a table per clause, then a one-page quick-reference grid (Clause | Preferred | Fallback | Escalate). Mark anything that depends on local law with [CONFIRM FOR JURISDICTION]. This is a drafting aid; a qualified lawyer must review and approve the positions before the team relies on them.
```

## What to fill in

- customer / vendor / both
- PASTE
- LIST
- e.g. "conservative on liability, flexible on payment terms"
- lawyers / contract managers / sales
- JURISDICTIONS
- CONFIRM FOR JURISDICTION

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