Direct support
We communicate with the counterparty or their counsel, present your positions, and work through proposed language with you.
Less time in the back-and-forth. Your priorities guide each response.
Contract negotiation ยท California
Keep the deal moving. Know what to hold.
The contract is nearly done. The remaining terms decide how much risk you take home. Potter Accord helps you choose where to stand firm, what to trade, and how to keep the working relationship intact.
Get direct representation, practical advice for the conversation, or entirely behind-the-scenes support. You stay in control of the deal.
Clear positions before the next draft arrives.
Working issue list
A practical view of the terms in play.
01
Liability capExposure if something goes wrong
Hold firm
02
Payment timingCash flow and acceptance triggers
Trade carefully
03
IP rightsUse of work after delivery
Define scope
04
Renewal termsControl over the next contract period
Room to move
Issue list
Fallback matrix
Counterproposal language
Choose your role
Three ways to run the negotiation
Pick the level of involvement that fits the deal, your time, and the relationship with the other side.
Advisory support
You lead the conversation. We prepare your position, fallback wording, and responses before you speak with the other side.
You keep the conversation in your hands, with language ready to use.
Behind the scenes
We brief you between rounds and review each incoming draft. You decide what to send and when to respond.
Useful when you want quiet legal input between deal calls.
Set the order
Rank terms by what they actually cost you
Contract risk allocation works best when the discussion starts with real exposure, cash flow, and control. The headline number is only one part of the deal.
Start with the terms that change your options later.
Priority 01Indemnity and liability limits
Compare the cap, exclusions, and indemnity triggers against the risks each party can control. A narrow exception can matter more than a larger headline cap.
Priority 02Payment timing and conditions
Check when an invoice is due, what acceptance requires, and whether payment depends on an event outside your control. Timing can affect cash flow even when the price stays fixed.
Priority 03Intellectual property rights
Separate ownership of final work from background tools, reusable materials, and licenses. Clear boundaries help both sides know what they can use after delivery.
Priority 04Termination and renewal
Review notice periods, renewal dates, exit costs, and what happens to work in progress. These mechanics set how quickly you can respond when the relationship changes.
Decide before the call
Fallback positions, prepared in advance
For each contested term, agree on the ideal result, an acceptable middle, and the point you won't cross. Then prepare alternative language that protects the same interest with less friction.
No improvising under pressure.
| Term | Ideal position | Acceptable middle | Walk-away threshold |
|---|---|---|---|
| Liability cap | AskCap exposure at a level tied to the contract value. | TradeConsider a higher cap for a defined, insurable risk. | BoundarySet a ceiling before agreeing to uncapped exposure. |
| Payment | AskSet payment dates against clear delivery milestones. | TradeAllow a short review window with objective criteria. | BoundaryAvoid payment that depends only on a third party. |
| IP rights | AskKeep background materials and reusable tools identified. | TradeGrant a defined license for the client's intended use. | BoundaryDon't assign rights you need to perform future work. |
Liability cap
Ideal
Cap exposure at a level tied to the contract value.
Acceptable middle
Consider a higher cap for a defined, insurable risk.
Walk-away threshold
Set a ceiling before agreeing to uncapped exposure.
Payment
Ideal
Set payment dates against clear delivery milestones.
Acceptable middle
Allow a short review window with objective criteria.
Walk-away threshold
Avoid payment that depends only on a third party.
IP rights
Ideal
Keep background materials and reusable tools identified.
Acceptable middle
Grant a defined license for the client's intended use.
Walk-away threshold
Don't assign rights you need to perform future work.
Where a term can move, identify what you can ask for elsewhere in the agreement. Keep a short reason for each position, so you can explain it clearly in the room.
A clear working sequence
The negotiation, step by step
Commercial contract counsel should make the next move easier to see. We keep each round tied to the positions you've agreed on.
One round at a time.
Read the current draft
Identify the disputed language, related clauses, and terms that changed since the last version.
Set priorities together
Rank issues by business impact, then prepare your preferred wording and fallback matrix.
Run the discussion
We can speak for you, prepare you to lead, or advise between rounds as you choose.
Check the final draft
Reconcile the final language against the positions you accepted before anyone signs.
Firm on the point, fair in the room
Protect the relationship, not just the position
A negotiation can protect your business without making a long-term partner feel accused. We look for language that states the boundary clearly and gives the other side a workable path to agree.
Some terms are legal preferences. Others are business calls. We help you tell the difference, so you can concede where it makes sense and hold where the risk is real.
The tone matters. So does the paper.
Use neutral wording
Describe the protection you need without suggesting the other party plans to act in bad faith.
Offer a workable trade
Pair a difficult request with an alternative, such as a narrower trigger or a defined time limit.
Keep the business call yours
We explain the legal effect. You decide what commercial trade makes sense for the deal.
Know when to concede
If a point carries little practical risk, moving on it may help resolve a term that matters more.
Straight answers
Negotiation questions
Every deal has its own pace and pressure points. These are common questions when an agreement needs active attention.
Will you speak directly with the other party's attorney?
Yes, if direct support fits your situation. We first agree on your goals, approval process, and which terms require your decision before a response goes out.
What if the counterparty won't move on a key term?
We assess the actual risk, look for alternate wording, and check whether a related term can address the same concern. You decide whether the remaining exposure is acceptable for the deal.
Can you join a live negotiation call?
Call participation can be discussed as part of the support plan. We prepare the key positions in advance and clarify when a business decision needs to come from you.
How do you handle a negotiation where the other side has more leverage?
We focus on the terms that have the greatest effect on your risk and options. Clear fallback positions help you spend limited negotiating room where it matters.
Take the next step
Close the deal on terms you can live with
Bring the current draft and the points holding it up. We'll discuss a practical plan for the next round.