Contract Clause Negotiation Support
Risk mitigationFixed FeeFor Subcontractors & Main Contractors10 working days
I support you through the contract negotiation after a review, drafting the responses to the other side's mark-ups and keeping the deal memo current so what was agreed does not drift before signature. A negotiation is won or lost in the tracking, not the first ask.
The problem
A review tells you what to ask for; the negotiation is where the asking happens, and where good intentions come apart. The other side returns the document with its own mark-ups, a call resolves two points and reopens a third, a later draft quietly restores a clause everyone thought was dealt with, and by execution nobody is sure which version survived. What was agreed on Tuesday is not what is in the document signed on Friday, and the difference is exactly the risk the review was meant to close.
The solution
When the other side's mark-ups come back, I draft your response to each one: what to accept, what to push back on and why, and where to fall to if the point cannot be won, all measured against the amendment schedule so no round gives away what an earlier round secured. The responses are written for you to send in your own name. Running alongside is a deal memo recording what has been agreed, what is still open and the current position, updated after every exchange; before execution the final contract is checked line by line against it.
What you receive
You sign a contract that matches what was negotiated, not a document that quietly wandered back towards the other side's opening position while everyone was busy. The deal memo leaves a clean record of what was agreed and why, exactly the file you want if a clause is ever questioned later, and the fallback discipline means the points you conceded were conceded deliberately, one at a time, rather than lost in the churn of a rushed final week.
The Handover Pack accompanies the work with its dates and sources, likely outcomes and responses, scope boundaries and ready-to-send correspondence where needed.
Turnaround: ten working days.
The working days start when the agreed scope and required inputs are available. Optional items do not hold the start unless the agreed scope says otherwise.
How it works
You tell me where the negotiation stands
One call on the deal, what has been agreed and what the other side is still pushing on. The first conversation is free and commits you to nothing.
You send me the review, the drafts and the mark-ups
The list below lets the deal memo open from the true position rather than from whoever remembers the last call.
- A
The contract and amendments
EssentialWithout it: There is nothing to negotiate against, so the exercise cannot start
Where to find it: The email thread with the other side and whoever has been holding the working copy.
Why I need it: What is being negotiated
- B
The clauses objected to
ImportantWithout it: The clauses in issue are chosen by Jack from his own reading rather than confirmed by you, and the first matrix has to go back as a question instead of a starting position
Where to find it: The output of the review stage, or your own notes if the review was done in-house.
Why I need it: Where you want to land
- C
The counterparty's stated position
ImportantWithout it: Positions rest on your recollection of what was said, without a written record to support them
Where to find it: Your own notes, the meeting minutes, and the informal emails that followed the calls.
Why I need it: What the other side has conceded or refused
Quality: the actual correspondence, plus notes of any call.
- D
Commercial priorities and red lines
ImportantWithout it: The negotiation cannot tell which positions are worth spending credit on, and the ranking rests on priced exposure alone
Where to find it: Usually nothing written exists for this. Tell Jack in your own words what matters most on this job, whether that is cashflow, programme certainty or the size of the variation account.
Why I need it: What can be traded and what cannot
- E
The date it must be signed by
EssentialWithout it: There is no date to work the negotiation timetable back from
Where to find it: Your own procurement programme, or the completion date your client or the head contract is holding you to.
Why I need it: The date that governs the whole exercise
Copies are fine. Send what you have and I'll tell you what's missing. Download the client request PDF or editable Word version to pass to whoever holds the files.
- A
I open the deal memo from the current position
Every point agreed, open or contested, on one page, reconciled against the amendment schedule and the verbal agreements not yet written down.
Trades Agreed With You
Nothing is offered to the other side until you have agreed the trade plan in writing, and no point you have marked as a red line is ever traded.
I draft your response to each round of mark-ups
The points that decide the deal settle first, the asks that are industry standard or backed by the Construction Act argued as merits, and every response checked so a later round does not surrender what an earlier one won.
No Silent Concessions
Each response is read line by line against the deal memo before it goes, so no round gives away what an earlier round secured.
You send the responses in your name
The correspondence stays yours, and the argument stays on the document and the industry's standard positions rather than the people; the deal memo is updated the moment anything moves.
I check the execution copy against the deal memo
Before you sign, the final contract is read line by line against what was agreed, so the document that gets executed is the deal you actually struck.
Execution Copy Verified
The text you sign is confirmed as the final version with every point closed, and your solicitor's sight of it is confirmed before signature.
I leave the file showing what was agreed and why
Free Service Pack
A step-by-step Handbook, with the templates and working documents you need to carry out the work it covers yourself. You supply your own project information and records.
Follow the Handbook's scope and stopping points, and obtain independent advice where required. The pack is not project-specific advice or independent sign-off.
Tips that raise your odds of success
Questions I get asked often
This service takes over where Contract Review & Amendment Schedule leaves off: the review decides what to ask for, this keeps the asking consistent to signature. Where you are the one placing a subcontract at the end of it, Subcontract Drafting & Placement turns the agreed terms into an order that actually gets signed.