The person negotiating cannot answer every question alone. Sales owns the commercial intent; delivery confirms feasibility; security and privacy confirm controls; finance checks economics; qualified counsel assesses legal exposure.
Prepare a procurement pack
Commercial brief
Product, price, users, term, implementation, dependencies, acceptance, renewals and the sales commitments already made.
Operational evidence
Support model, service availability, escalation contacts, business continuity and what the team can measure today.
Security and privacy facts
Data collected, hosting locations, subprocessors, access controls, retention, incident process and current certifications.
Approval boundaries
Who can approve discounts, extended payment, unusual liability, exclusivity, IP changes and customer publicity.
Translate each clause into an operating question
| Area | Beginner's question | Evidence or owner |
|---|---|---|
| Scope | Exactly what will we deliver, what is excluded and what must the customer provide? | Proposal, statement of work, product and delivery leads. |
| Acceptance | How will the customer decide that delivery is complete, and can silence delay payment forever? | Objective tests, acceptance window, project owner. |
| Price and payment | When can we invoice, what causes a credit or refund, and does the cash timing fund delivery? | Order form, tax assumptions, finance. |
| Intellectual property | What belongs to us before the project, what is created during it and what licence does the customer receive? | IP inventory, product owner, qualified counsel. |
| Data and security | Whose data enters the system, where does it go and are the promised controls actually operating? | Data map, security owner, privacy adviser. |
| Liability and indemnity | What event could create exposure, is it limited, and is any risk unlimited or uninsurable? | Deal value, insurance, legal review. |
| Support and SLA | Can the current team meet response, resolution, uptime and service-credit commitments? | Support data, monitoring, operations. |
| Term and termination | How long are we committed, how can either side exit and what work survives termination? | Renewal calendar, offboarding plan. |
| Change control | What happens when the customer requests more work or the assumptions change? | Written change process and pricing owner. |
| Publicity and exclusivity | Can we name the customer, serve competitors or enter the same market? | Sales strategy and approval authority. |
A simple contract approval workflow
Capture the deal facts
Sales records value, term, scope, deadline, customer template, non-standard requests and the business reason for each concession.
Route by subject, not job title
Delivery checks feasibility, finance checks payment and margin, technology checks security, and qualified professionals review regulated or legal matters.
Keep one issues list
For every open clause, state the customer position, Koda position, business impact, owner and decision deadline.
Close the loop after signature
Extract renewal dates, reporting duties, service levels, restrictions and named owners into an obligations tracker.
A customer requests 99.9% uptime
Clarify the measurement window, excluded downtime, maintenance, dependencies, remedy, service-credit cap and whether the present monitoring proves performance. The commercial question is whether the promise can be operated profitably; the legal question is how that promise is expressed and enforced.
Questions for the team
Terms that need careful review
Unlimited liability; broad indemnities; transfer of background IP; vague acceptance; payment only after an undefined event; automatic renewals without ownership; audit rights the team cannot support; unrealistic security warranties; exclusivity without commercial protection; or termination rights that leave unrecoverable delivery costs.
Turn procurement friction into a managed workflow.
Koda can help organise the commercial facts and coordinate appropriate contract, privacy, security and tax review.
Educational commercial-preparation guide only. It is not legal, tax, security or privacy advice. Contract interpretation and negotiation should be handled by qualified professionals with the complete document and transaction facts.