The Gap Between a Handshake and a Good Agreement
You shake hands. It feels good - there's understanding, there's real intent to move forward. But between that moment and an agreement that actually works, there's a gap. Leave it unclosed, and it surfaces the moment someone tries to put it in writing, or the moment something goes wrong. Feeling aligned isn't the same as being aligned.
There's a price. There's a timeline. Both sides genuinely want to close.
And yet — right when things seem to be moving fastest, it turns out one side was focused on price, the other on risk; one side wanted to move quickly, the other wanted certainty first. Rushing into a commercial relationship before reaching clarity may cause complications in later stages.
01 Start by naming the issues
An issue that's never named doesn't disappear — it waits.
Every negotiation needs a basic list of what's actually on the table before anything else can happen. This sounds obvious — and it's exactly the step most people skip. Price gets discussed. A timeline gets discussed, and sometimes people walk into a negotiation with a mental list of what matters to them. But issues like liability, exit terms, exclusivity, or dispute resolution often never get named, simply because no one raised them. Nobody decided they don't matter — they just weren't said out loud. Left unnamed, they don't disappear. They resurface later: at the drafting stage, or worse, after a real conflict, when they're far harder and more expensive to untangle.
02 What matters to you isn't always what matters to them
A good negotiation doesn't assume the other side wants what you want.
This is one of the most common assumptions in any negotiation — and one of the most dangerous. Each side walks into the room with its own priorities, quietly assuming the other side is thinking in the same terms. Usually, it isn't. What matters most to you isn't necessarily what matters most to them. You might be focused on price while they're focused on control. You might want speed while they want certainty first. Both sides are shaking hands on the same deal — just not necessarily on the same things.
03 How to see it: positions vs. interests
A position is what's said. An interest is why it matters.
Understanding why the two sides aren't even talking about the same thing starts with one simple distinction: position versus interest. A position is the wording the other side chooses to bring to the table. An interest is the need sitting behind it — and it's usually not the same as yours. As long as both sides stay at the level of positions, the negotiation tends to turn into a fight over phrasing. The moment you identify the interest, you also understand why what matters to you differs from what matters to them — and options open up that didn't exist a moment before.
A working document — not legal advice. Use alongside counsel.
A working document — not legal advice. Use alongside counsel.