negotiation-playbook: Скилл для стратегий переговоров

--- name: negotiation-playbook description: "A contract negotiation strategy and amendment proposal playbook. The 'clause-drafter' and 'comparison-reviewer' agents must use this skill's strategy framework and wording templates when drafting amendments or deriving negotiation points. Used for contract negotiation-related tasks such as 'negotiation strategy', 'amendment proposal', 'contract terms coordination', etc. Note: Overall contract orchestration or risk score calculation is outside the scope of this skill." --- # Negotiation Playbook — Contract Negotiation Strategy Playbook Provides clause-level negotiation strategies, alternative wording templates, and concession-exchange matrices. ## Basic Negotiation Framework: BATNA-ZOPA Analysis ### Negotiating Power Diagnosis Formula ``` negotiating_power = (alternative_strength x 0.3) + (time_flexibility x 0.2) + (information_advantage x 0.2) + (market_position x 0.3) Each item on a 1-10 scale Result: 8-10 Aggressive | 5-7 Balanced | 1-4 Defensive, focus on essentials ``` ### Concession-Exchange Matrix | Concession Difficulty | Important to Us | Important to Them | Strategy | |----------------------|----------------|-------------------|----------| | Easy Concession | Low | High | Concede first as a goodwill gesture | | Exchange Card | High | High | Conditional exchange | | Must-Hold Item | High | Low | Non-negotiable | | Irrelevant Item | Low | Low | Agree quickly | ## Clause-Level Negotiation Strategies and Alternative Wording ### Damages — Graduated Concession Plan **Party B Perspective (Liability Limitation)** ``` Original: "Party B shall indemnify all damages" -> Step 1: "Limited to direct and ordinary damages, with total liability capped at 100% of contract value" -> Step 2: "Cap at last 12 months of payments, excluding indirect and consequential damages" -> Step 3: "Within the scope of milestone payments for the relevant deliverable, burden of proof on Party A" ``` ### Intellectual Property — Amendment Strategy | Original | Risk | Amendment | Negotiation Point | |----------|------|-----------|-------------------| | All deliverables vest in Party A | Total IP loss | License within scope of Party A's purpose | "Generic modules retained by Party B" | | Transfer including source code | Cannot pursue subsequent business | Executable delivery + escrow | "Business continuity assurance" | | Transfer including third-party SW | License violation | Explicitly exclude third-party SW | "Open source conditions disclosure" | ### Termination Clause — Balanced Template ``` Article X (Termination) 1. Either party may terminate with [30/60] days written notice. 2. In case of material breach, immediate termination after [14]-day cure notice if not remedied. 3. Payment settlement for work performed upon termination. 4. Confidentiality, damages, and IP clauses survive termination. ``` ### Payment — Leverage Strategy | Current Terms | Improvement | Exchange Offer | |--------------|-------------|----------------| | 60 days after completion | Monthly milestone payments | "2% discount on milestone payments" | | 30 days after acceptance | Acceptance period limited to 14 days | "Add deemed acceptance clause" | | Lump sum post-delivery | 30% advance + 40% interim + 30% balance | "Performance bond for advance payment" | ## Negotiation Communication 4-Step Structure ``` [1] Gratitude + Relationship Affirmation "We look forward to a successful partnership." [2] Specific Concern (Objective Basis) "Based on industry standard practices and case law, we have concerns." [3] Alternative Proposal (Emphasize Mutual Benefit) "This proposal achieves Party A's protection goals while addressing Party B's concerns." [4] Signal Flexibility "We are open to discussing alternative approaches." ``` ## BATNA Deployment When Negotiations Stall ``` "We are unable to obtain internal approval under the current terms. If we can reach agreement on [3 key clauses], we can accept your position on the remainder." ``` ## Negotiation Outcome Evaluation ``` result = sum(improvement_per_clause x importance) / sum(importance) improvement: Original maintained 0 | Partial improvement 50 | Alternative reflected 80 | Fully achieved 100 outcome: 80+ Excellent | 60-79 Good | 40-59 Average | Under 40 Renegotiation recommended ``` ## Unfair Terms Review Criteria | Type | Criterion | Legal Basis | |------|----------|-------------| | Indemnification Clause | Cannot exempt intentional/negligent acts by provider | Standard Terms Act, Article 7 | | Damages Limitation | Cannot unreasonably limit consumer claims | Standard Terms Act, Article 7 | | Cancellation/Termination | Cannot unreasonably limit consumer's right to cancel | Standard Terms Act, Article 9 | | Jurisdiction Agreement | Cannot impose unfavorable exclusive jurisdiction on consumer | Standard Terms Act, Article 14 | ## Notes - Reflects fair trade commission unfair terms review guidelines - Detailed cases: See `references/negotiation-cases.md`