Assignment: Negotiate a Contract

Worth: 3 points

Format: Individual or group work

Overview

The Herod clause in the Loc101 NDA (the intellectual property transfer) is not the only unfair term in that agreement. For this assignment, you will conduct a complete counter-negotiation of the Loc101 NDA to demonstrate your understanding of contract anatomy and your ability to identify problematic terms.

Learning Objectives

By the end of this assignment, you will be able to:

Apply contract analysis skills to identify unfair or problematic clauses
Use professional language to propose alternative contract terms
Demonstrate understanding of power dynamics in contract negotiations
Practice using MS Word’s collaborative editing tools for professional document review

Required Preparation

Step 1: Study Professional NDA Standards

Read: “9 Clauses to Include in Every NDA” by Axial

This document outlines essential concepts for understanding NDAs, including:

One-way vs. mutual agreements: Who benefits from different structures
Broad vs. narrow definitions: How language scope affects each party
Inevitable vs. compelled disclosure: Different types of information sharing
Standard negotiation practices: What professional deal-makers expect

Step 2: Enhance Your Negotiation Skills (Optional)

Additional Resource: Negotiation Skills Report by Harvard Law School Program on Negotiation

Key insights for contract discussions:

Preparing for difficult questions or pushback
Managing professional relationships during negotiations
Balancing assertiveness with collaboration
Understanding when and how to escalate concerns

Assignment Instructions

Phase 1: Document Analysis

Download the editable Loc101 NDA from the course assignment.

Using MS Word’s commenting feature:

Identify negotiation tactics used in the agreement (broad definitions, one-sided terms, etc.)
Flag clauses that primarily benefit the Disclosing Party
Note any language that seems unclear, excessive, or unreasonable
Reference concepts from the Axial article to support your analysis

Comment examples

“This clause gives the disclosing party perpetual rights without any reciprocal obligations.”
“The destruction requirement for learning materials is unusual - students typically retain educational materials they’ve paid for.”
“This severability clause primarily protects the disclosing party’s interests if parts of the agreement are found unenforceable.”

Phase 2: Contract Revision

Using MS Word’s track changes feature:

Rewrite problematic clauses to be more mutually beneficial
Strike terms that are completely unreasonable
Add missing protections for the receiving party
Ensure your language maintains a formal, professional tone

Track Changes Best Practices

Deletions: Strike problematic language completely when necessary
Additions: Add protective language for receiving party
Modifications: Revise one-sided terms to be more balanced
Comments: Explain your reasoning and reference supporting evidence

Revision principles

Make terms more balanced between both parties
Add reasonable time limits to open-ended obligations
Include protections for the receiving party’s rights
Clarify vague or ambiguous language

Example revision

Original: “Receiving Party hereby grants to Disclosing Party full, royalty-free, perpetual, irrevocable, worldwide…”
Revised: “Any intellectual property created by Receiving Party remains the property of Receiving Party. Disclosing Party may reference learning outcomes from the seminar in general terms without attribution.”

Language Expectations

Use formal business register appropriate for legal documents
Employ precise legal vocabulary when possible
Maintain respectful tone even when challenging unfair terms
Write clearly and concisely

Phase 3: File Submission

File format: MS Word (.docx) with track changes and comments visible

Save your negotiated version as: LastNames1_LastNames2_NDA-negotiation.docx

Examples

Brandt_MartínezWilliams_NDA-negotiation.docx
MartínezWilliams_Chen_Brandt_NDA-negotiation.docx
Chen_NDA-negotiation.docx

Please deliver your document in MS Word format so that your track changes and comments can be easily engaged with.

Answer Key: If you read “7 Clauses to Include in Every NDA”, you should be able to find the areas you should have negotiated easily. You can also reach out to the instructor for an answer key.

Assessment Criteria

Awareness (1 point)

Demonstrates understanding of contract analysis

Comments identify terms that unfairly benefit the disclosing party
Shows recognition of negotiation strategies used in the original agreement
References concepts from assigned readings appropriately

Self-Advocacy (1 point)

Protects receiving party interests effectively

Counter-negotiations reflect the needs of seminar participants
Unreasonable terms are flagged and revised appropriately
Proposed changes create more balanced agreement

Appropriateness (1 point)

Maintains professional standards

Track changes use formal, legal-style language
Document is error-free and professionally formatted
Proposed terms are realistic and implementable

Professional Context

Why This Matters

Contract literacy skills you’re developing

Critical analysis of legal language and implications
Professional communication about contract concerns
Risk assessment for professional agreements
Collaborative document editing for business purposes

Real-world applications

Freelance translator service agreements
Employment contracts with language service companies
Client confidentiality agreements
Partnership agreements with other professionals

Negotiation Mindset

Remember these points from the Harvard negotiation research!

Most contracts are negotiable, despite claims that they’re “standard forms”
Professional flexibility in negotiations indicates respect for your expertise
Rigidity in contract discussions can signal problematic working relationships
Being prepared for “hardest questions” prevents being caught off-guard

Reflection Questions

Consider these questions as you work

How did your approach to the NDA change after studying professional negotiation standards?
Which clauses were most challenging to revise and why?
What surprised you about the difference between fair and exploitative contract language?
How might this experience influence your approach to future professional agreements?
What additional skills or knowledge do you need to negotiate contracts confidently in your career?

📥 Download this Content

Find this file on our repo and download it.

🤖 GAI Study Prompts

Copy the downloaded content and try it with these prompts:

“Based on my contract negotiation experience, what are the most important principles for protecting my interests in professional agreements?”
“How can I prepare for contract discussions that balance assertiveness with maintaining good professional relationships?”
“What questions should I always ask before signing any professional agreement in the translation industry?”
“Create scenarios for practicing contract negotiation conversations with employers or clients”

Week 4 Complete! Next week we’ll explore Financial Terminology & Reporting