Free Download · Template

The negotiation memo. Before the redline begins.

A buyer's deal team walks into a TSA redline session knowing what they want. Or they don't, and they take what the seller offered. This template is the memo that decides which version shows up. Positions, target numbers, walk away thresholds, side by side seller and buyer language for every clause that matters.

What is inside
  • 01.The memo header. Deal, parties, term, value at stake, buyer team, seller team.
  • 02.The position matrix. Target, acceptable, walk away, by clause.
  • 03.Side by side language. Seller's drafted clause and the buyer's counter, ready to paste.
  • 04.The trade chip ledger. What the buyer can give, and what it expects in exchange.
  • 05.The session agenda. The order of operations that protects buyer leverage.
  • 06.The walk away page. The two conditions that end the session and the script that ends it.
Inside the Memo

Six sections. The redline session, written down.

The memo is the document the lead negotiator brings into the room. Each section serves the moment when the seller pushes back. The buyer's job is to never improvise a position. Every position is on the page, agreed by the deal team, before the room opens.

Section 01

The header

Deal, parties, term, dollars at stake, named buyer team, named seller team. The page everyone forgets, the one that anchors the room when the conversation drifts.

Section 02

The position matrix

Target, acceptable, and walk away for every material clause. Catalog scope, pricing methodology, term, extension fees, SLA, credits, governance, exit ramp. One row per clause.

Section 03

Side by side language

The seller's drafted clause and the buyer's counter, ready to paste into the redline. Pre-drafted language is the difference between a six hour session and a six day exchange.

Section 04

The trade chip ledger

What the buyer is willing to give and what it expects to receive. Every concession is paired with a counter. The seller never gets something for nothing in the same paragraph.

Section 05

The session agenda

The order the buyer wants. Open with the catalog. Pricing methodology before pricing numbers. Exit ramp before extension fees. The sequence protects buyer leverage all the way through.

Section 06

The walk away page

The two conditions under which the session ends, the script that ends it, and the named decision maker on the buyer side who has authority to walk. Written down before the room opens.

From a Reader

"The position matrix alone is worth the download. The redline session ran four hours instead of four days because every position was already agreed inside the buyer team."

Deal Lead, mid-market sponsor

The Memo

The position is written before the room opens.

Free. No marketing follow on. Read it before the seller schedules the redline session.