Negotiation Skills for Entrepreneurs: Closing, Confirming, and Writing Clear Agreements

From “We’re Aligned” to “We’re Protected”: the purpose of closing documentation

Most deal failures after a “yes” come from missing specificity: what exactly will be delivered, by when, for how much, under what assumptions, and what happens when reality changes. Your goal at the close is to convert verbal alignment into enforceable clarity that a third party could understand and verify. Think of the agreement as a shared operating manual: it prevents memory drift, reduces rework, and makes payment and performance measurable.

Principle: write so it can be tested

A clause is strong when someone can answer: (1) What must happen? (2) Who does it? (3) By when? (4) How do we know it’s done? (5) What happens if it’s not done? If any of those are unclear, you’re relying on goodwill instead of clarity.

Step-by-step: summarize agreements live (before anyone leaves the call)

1) Use a “live recap” script

In the last 5–10 minutes of the meeting, switch from discussion to documentation. Speak slowly and confirm each point out loud. This reduces later disputes because both sides hear the same summary at the same time.

• Decision: “To confirm, we’re moving forward with…”
• Scope: “The deliverables are A, B, C. Anything explicitly out of scope?”
• Timeline: “Milestones are M1 on date, M2 on date, final on date.”
• Price & payment: “Total fee is X, paid as Y on schedule Z.”
• Dependencies: “We need you to provide inputs by date; delays shift the timeline.”
• Risks & assumptions: “Assuming we have access to… and approvals within…”
• Next steps: “I’ll send a written confirmation today; you’ll reply ‘approved’ or edits by…”

2) Capture “open items” explicitly

If something is not decided, don’t bury it. List it as an open item with an owner and deadline.

• Example: “Open item: confirm whether support includes weekends. Owner: Client. Due: Friday 3pm.”

3) Confirm authority and sign-off path

Misalignment often comes from “the wrong person said yes.” Confirm who can approve and what form approval takes.

Continue in our app.

• Listen to the audio with the screen off.
• Earn a certificate upon completion.
• Over 5000 courses for you to explore!

Or continue reading below...

Download the app

• “Who is the final signer?”
• “Is email approval sufficient for the statement of work, or do you require a signature platform?”
• “Do we need legal review? If yes, what’s the typical turnaround?”

Step-by-step: confirm key points via email (same day)

Email structure that gets fast, unambiguous replies

Send a short email that mirrors your live recap. The goal is to make it easy for the other party to say “Yes, correct” or to correct a specific line.

Subject: Confirming scope, timeline, and terms for [Project/Service] — please reply “Approved” or edits by [date/time]  Hi [Name], Thanks for today. Here’s my understanding of what we agreed:  1) Deliverables (in scope): - A: [definition of done] - B: [definition of done] - C: [definition of done] Out of scope: [list]  2) Timeline & milestones: - Kickoff: [date] - Milestone 1: [date] - Final delivery: [date] Dependencies: You’ll provide [inputs/access] by [date]. Delays shift dates accordingly.  3) Fees & payment: - Total: $[X] - Payment schedule: [e.g., 50% upfront, 50% net 7 after acceptance] - Late fee: [if applicable]  4) Ownership/IP: [who owns what, when it transfers]  5) Confidentiality: [summary]  6) Termination: [notice period, fees due]  7) Change control: Any scope changes require written approval via [process].  Open items: - [item], owner [name], due [date]  If this matches your understanding, please reply “Approved.” If not, reply with edits inline by [deadline].  Best, [You]

Why this works

• It creates a time-stamped record of mutual understanding.
• It forces specificity (definitions, dates, dependencies).
• It reduces “I thought it included…” disputes.

Defining deliverables and timelines so they can’t drift

Deliverables: define “done” and acceptance

Deliverables should be described in observable outputs, not intentions. Add an acceptance method so completion is not subjective.

• Output: “A 12-page PDF report including sections 1–6 and an executive summary.”
• Format: “Delivered via Google Drive as PDF and editable Google Doc.”
• Acceptance criteria: “Accepted when delivered and no material defects are reported within 5 business days.”
• Revision limits: “Includes up to 2 revision rounds; additional revisions billed at $X/hr.”

Timelines: use milestones plus dependencies

Dates without dependencies create hidden conflict. Tie deadlines to inputs and approvals.

Payment terms that prevent cash-flow surprises

Key elements to specify

• Total price and currency: “$12,000 USD.”
• Payment schedule: upfront/deposit, milestone-based, or monthly.
• Invoice timing: “Invoices issued on milestone completion.”
• Due dates: “Net 7” or “due upon receipt.”
• Late fees and suspension: “Work pauses if invoice is 10 days overdue.”
• Expenses: “Pre-approved expenses reimbursed within 14 days.”
• Taxes/withholding: “Client responsible for applicable taxes; no withholding unless required by law.”

Practical payment structures (choose one)

• Deposit + final: reduces risk for the provider; simple for short projects.
• Milestone-based: aligns payment to progress; good for multi-phase work.
• Retainer: clarifies capacity reservation; specify included hours and rollover rules.

Ownership and IP: avoid “who owns what” confusion

Separate background IP from project IP

• Background IP: pre-existing tools, templates, code, methods. Usually retained by the creator.
• Project deliverables: what is created specifically for the client. Define whether ownership transfers and when.

Common, clear patterns

• Assignment upon full payment: “Deliverables are assigned to Client upon receipt of full payment.”
• License model: “Client receives a perpetual, non-exclusive license to use deliverables for internal business purposes.”
• Portfolio rights: “Provider may display non-confidential work samples after public launch, unless client opts out in writing.”

Be explicit about third-party materials

If you use stock assets, open-source code, or third-party tools, state who pays and what licenses apply.

• “Any third-party licenses required for delivery will be purchased by Client (or reimbursed) and remain Client’s responsibility.”

Confidentiality: define what’s protected and for how long

What to specify

• Definition: what counts as confidential (documents, data, pricing, customer lists).
• Exclusions: public info, independently developed info, legally compelled disclosure.
• Handling: who can access, security expectations, return/destruction of materials.
• Duration: e.g., 2–5 years, or longer for trade secrets.

Operational detail that prevents disputes

Add a simple rule for sharing: “Need-to-know only, under equivalent confidentiality obligations.” This matters when subcontractors or advisors are involved.

Termination: plan for a clean exit before you need it

Termination clauses should answer four questions

• Who can terminate: either party, or only for cause.
• Notice period: e.g., 14 days written notice.
• Payment on termination: what’s owed for work performed, non-cancellable costs, and deposits.
• Deliverables on termination: what is handed over, in what state, and whether unfinished work is included.

Example: termination for convenience (service project)

• “Either party may terminate with 14 days’ written notice. Client will pay for work completed through the termination date plus any pre-approved, non-refundable expenses. Provider will deliver all work-in-progress created and paid for as of the termination date.”

Change control: keep scope changes from becoming relationship damage

Define a simple change process

Even when you expect changes, you need a written mechanism that controls cost and schedule impact.

• Trigger: “Any request that adds deliverables, increases complexity, or requires new stakeholders.”
• Request format: email or change order form.
• Impact statement: provider responds with cost/time impact within X days.
• Approval: work starts only after written approval.

Minimal change order format

Change Request #___ Date: ___ Requested by: ___  Description of change: ___  Impact on deliverables: ___  Impact on timeline: +___ days (new milestone dates: ___)  Impact on fees: +$___ (or included/no change)  Approval: Client (name/title) ___ Date ___  Provider (name/title) ___ Date ___

Plain-English agreement template outline (copy/paste)

This outline is designed for clarity first. It can be used as a lightweight agreement or as the basis for a formal contract/SOW.

1. Parties & effective date
   This Agreement is between [Client legal name] (“Client”) and [Provider legal name] (“Provider”), effective [date].

2. Project summary
   Provider will provide [service] to achieve [business outcome], as described below.

3. Deliverables (in scope) + definition of done
   Provider will deliver: (1) ___; (2) ___. Each deliverable is complete when ___.

4. Out of scope
   Not included: ___ (can be added via Change Control).

5. Timeline & milestones
   Milestones: ___. Dates assume Client provides inputs by ___ and approvals within ___ business days.

6. Client responsibilities
   Client will provide ___ by ___. Client will designate a single point of contact with authority to approve deliverables.

7. Fees, invoicing, payment
   Total fee: $___ USD. Payment schedule: ___. Invoices are due ___. Late payments: ___.

8. Acceptance & revisions
   Client has ___ business days to accept or request changes. Includes ___ revision rounds. Additional revisions billed at ___.

9. Ownership/IP
   Upon full payment, Client owns ___. Provider retains ownership of pre-existing materials/tools and grants Client a license to use them as needed to use the deliverables.

10. Confidentiality
    Each party will protect the other’s Confidential Information using reasonable care for ___ years.

11. Termination
    Either party may terminate with ___ days’ notice. Client will pay for work completed through termination plus ___.

12. Change control
    Changes require written approval describing scope, timeline, and fee impact before work begins.

13. Liability and warranties (plain-language)
    Provider warrants it will perform services professionally. Except for this warranty, services are provided “as is.” Liability is limited to fees paid in the last ___ months.

14. Signatures / approval method
    Agreed by: [names]. Approval via [e-signature/email confirmation] is binding.

Ambiguous clauses rewritten into specific, testable language

Scope and deliverables

• Ambiguous: “Provider will deliver a marketing plan.”
  Specific: “Provider will deliver a marketing plan document (10–15 pages) including: target personas (2–3), channel recommendations (at least 5), a 90-day campaign calendar, budget ranges per channel, and KPIs. Delivered as a PDF and editable Google Doc.”
• Ambiguous: “Includes support.”
  Specific: “Includes email support Monday–Friday, 9am–5pm [time zone], with an initial response within 1 business day. Does not include phone support unless scheduled in advance.”
• Ambiguous: “Unlimited revisions.”
  Specific: “Includes up to 2 revision rounds per deliverable. A revision round is one consolidated set of feedback from Client. Additional rounds billed at $___/hour.”

Timelines and dependencies

• Ambiguous: “Delivery in 2 weeks.”
  Specific: “Draft delivered within 10 business days after (a) kickoff call and (b) receipt of all required inputs listed in Section __. Final delivered within 5 business days after Client provides consolidated feedback.”
• Ambiguous: “Client will provide timely feedback.”
  Specific: “Client will provide consolidated feedback within 5 business days of each delivery. If feedback is delayed, milestone dates shift by the same number of delayed days.”

Payment

• Ambiguous: “Payment due upon completion.”
  Specific: “50% due upon signing; 50% due within 7 calendar days after final delivery. Provider may pause work if an invoice is more than 10 days overdue.”
• Ambiguous: “Expenses will be reimbursed.”
  Specific: “Client will reimburse pre-approved expenses within 14 days of receiving receipts. Any single expense over $___ requires written pre-approval.”

IP and usage

• Ambiguous: “Client owns the work.”
  Specific: “Upon full payment, Client owns the final deliverables listed in Section __. Provider retains ownership of pre-existing templates, code libraries, and methods, and grants Client a perpetual license to use them solely as embedded in the deliverables.”
• Ambiguous: “Provider can use the work for marketing.”
  Specific: “Provider may list Client’s name and a non-confidential description of the project in its portfolio after public launch. Provider will not share confidential metrics, pricing, or internal documents without written permission.”

Confidentiality

• Ambiguous: “Both parties will keep information confidential.”
  Specific: “Each party will protect the other’s Confidential Information using reasonable care and will share it only with employees/contractors who need to know and are bound by confidentiality obligations. Confidentiality lasts 3 years after termination, except trade secrets which remain protected as long as they remain trade secrets.”

Termination

• Ambiguous: “Either party may terminate at any time.”
  Specific: “Either party may terminate for convenience with 14 days’ written notice. Client will pay for work performed through the termination date plus any non-cancellable, pre-approved expenses. Deposits are [refundable/non-refundable] as described in Section __.”

Change control

• Ambiguous: “Additional work may cost extra.”
  Specific: “Any change that adds deliverables or requires additional hours will be documented in a Change Request stating fee and timeline impact. Provider will not begin changed work until Client approves the Change Request in writing.”

Closing checklist: ensure nothing critical is left implied

• Deliverables: Are all deliverables listed with format, quantity, and “definition of done”?
• Out of scope: Is there an explicit out-of-scope list to prevent assumptions?
• Acceptance: Is there an acceptance window and a clear method (approve / request changes)?
• Revisions: Are revision rounds and what counts as a “round” defined?
• Timeline: Are milestones dated (or tied to triggers) and is the critical path clear?
• Dependencies: Are client inputs, access, and approval timelines specified?
• Price: Is total price, currency, and what’s included clearly stated?
• Payment: Are invoice dates, due dates, late fees, and pause rights specified?
• Expenses: Are expense rules and approval thresholds stated?
• Ownership/IP: Is ownership transfer timing clear (often tied to full payment)? Are background IP and third-party licenses addressed?
• Confidentiality: Are definitions, exclusions, handling rules, and duration specified?
• Termination: Are notice, fees due, deliverables on termination, and non-refundable items defined?
• Change control: Is there a written process for scope/time/fee changes and an approval requirement?
• Authority: Is the approver named and the approval method (email/e-sign) stated?
• Single source of truth: Is it clear which document controls (SOW, MSA, email confirmation) if there’s conflict?
• Open items: Are unresolved points listed with owner and deadline?