TODO.LAWDEALROOM

How It Works

Dealroom manages the complete lifecycle of a two-party contract negotiation — from deal creation through electronic signing.

Deal Lifecycle

Every deal progresses through six statuses. The platform handles transitions automatically as both parties complete their actions.

Draft
Awaiting Response
Negotiating
Agreed
Signing
Completed

Step by Step

1

Create the Deal

Initiator

The initiating party creates a new deal by selecting three parameters:

Contract Type

NDA, SaaS, DPA, MSA, or premium templates from the marketplace.

Governing Law

California, England & Wales, or Spain — determines available clauses.

Deal Name

A descriptive name for internal tracking (e.g. 'Acme NDA Q2').

2

Invite the Counterparty

Initiator

The initiator sends an email invitation to the other party to join the negotiation.

The counterparty receives a magic link by email. No account creation required — they authenticate via email and are automatically joined to the deal.

3

Select Clause Preferences

Both Parties

Both parties independently choose their preferred position for each negotiable clause.

For each clause, parties configure:

Preferred Option

The clause variant that best represents this party's interests.

Firmness (1–5)

A single slider indicating how strongly the party feels about this clause. Higher firmness = stronger negotiating stance.

Open Fields

Negotiable parameters (amounts, dates, scope) that either party can propose changes to during review.

Clause selections and firmness are blind — neither party can see what the other has chosen until both have submitted. Open fields can be negotiated during the review phase.

4

Compromise Calculation

System

Once both parties submit, the algorithm calculates a fair compromise for each clause.

Weighted Stake Formula

stake = ((5-flexibility)/5 × 0.6) + (|bias| × 0.4)

The party with the higher stake wins the clause. Learn more about the algorithm →

5

Review & Negotiate

Both Parties

Each party reviews the compromise proposal and decides how to respond.

Accept

Agree with the proposed compromise for this clause.

Counter-propose

Propose an alternative option and re-enter negotiation on this clause.

Counter-proposals trigger a new round of compromise calculation. Negotiations continue until all clauses are agreed or a party withdraws.

6

Sign the Contract

Both Parties

Once all clauses are agreed, both parties sign the final contract electronically.

Party A signs
Party B signs
Completed

Key Concepts

Asynchronous Negotiation

Parties don't need to be online at the same time. Each side submits preferences on their own schedule, and the system resolves differences when both are ready.

Blind Submissions

Neither party sees the other's selections until both have submitted. This prevents anchoring bias and ensures genuine position-taking rather than reactive bargaining.

Weighted Compromise

The algorithm doesn't split the difference — it awards each clause to the party with a higher calculated stake based on firmness and the option's inherent bias.

Jurisdiction-Aware Clauses

Each contract template includes jurisdiction-specific provisions. Some clause options are only available under certain governing laws (e.g. Spain-specific termination compensation).