Deal Table: Contract Negotiation Simulator

Learning outcomes

1. Define BATNA, reservation point and ZOPA, and use them to decide when to accept or walk away.
2. Distinguish distributive from integrative issues in a commercial contract and use logrolling to create joint value.
3. Explain the effect of anchoring and the difference between a justified and an extreme first offer.
4. Identify drafting risks in liability, indemnity, data protection, IP and dispute resolution clauses of a SaaS agreement governed by Indian law.
5. Explain why the seat of arbitration matters under the Arbitration and Conciliation Act, 1996 as interpreted in BALCO.

45-minute run-sheet

1. 0 to 5 min: Frame the problem; put BATNA and ZOPA on the board.
2. 5 to 20 min: Pairs play the cooperative counterpart, one as Provider and one as Customer, noting every question asked.
3. 20 to 28 min: Plot three or four deals against the Pareto frontier. Who left value on the table, and on which issues?
4. 28 to 36 min: Replay against the hardball counterpart. Where does its fixed-pie assumption show in its counters?
5. 36 to 42 min: Clause check as a class: which court supervises the arbitration in clause 6? Link to BALCO.
6. 42 to 45 min: Exit ticket: "Name one issue you would trade next time, and what you would ask for in return."

Discussion questions

1. Why is the licence fee the only purely distributive issue here? Would it stay distributive if the parties could vary payment timing or usage tiers?
2. A startup asks for a liability cap of three months' fees. What objective criteria (market practice, insurance cover, fee size) could each side cite?
3. Under the DPDP Act, 2023 the data fiduciary stays responsible for processing done on its behalf. How should that shape the Customer's negotiating priorities?
4. Asking questions cost you trust in this game. Is that realistic? When does information-sharing build trust instead?
5. Two Indian parties chose a Singapore seat and English law. What do they gain and lose?