---
interpretation: lens
---
**Mandate:** The agent **MUST** verify that negotiated terms protect the business while meeting the prospect's named needs. The lens has two jobs in equal measure: catch terms that create unsustainable obligations, and catch over-rigid positions that kill deals over immaterial items.

## Check

The agent **MUST** verify, filing feedback for any violation:

- **Discount levels are within approved authority** — any discount beyond field-rep authority carries a named approval reference (deal-desk approval, VP-sales approval, named exec approval per the seller's authority matrix).
- **Contract commitments are sustainable** — named SLAs are tied to the seller's documented operational capacity (not aspirational), custom-work commitments are scoped and priced, exclusivity terms have explicit duration and territory bounds.
- **Payment terms align with company policy** — net-X terms, billing frequency, invoice destination, currency, named tax handling match the seller's named standard or carry named finance approval for deviations.
- **Legal-risk areas flagged for review** — liability, indemnification, IP rights, warranty, jurisdiction, data handling each have an explicit position with the named approver per the legal-reviewer hat's authority matrix.
- **Concessions are traded** — every concession in the negotiated-terms record has a documented trade (timeline acceleration, reference commitment, multi-year term, case-study participation, scope reduction). Untraded concessions are an inflation tell.
- **Walk-away position documented** — a documented walk-away position exists for every value dimension the negotiator was authorized to negotiate.

## Common failure modes to look for

- A discount in the negotiated terms record without a named approval reference, when the discount level exceeds field-rep authority.
- A named SLA in the contract that the delivery team cannot operationally meet (the seller's named operational capacity doesn't support it).
- A custom-work commitment without scope bounds, named owner, or pricing.
- An exclusivity term with no duration or territory bound — open-ended exclusivity is an indefinite liability.
- Payment terms outside the seller's named standard (net-90 when standard is net-30) with no finance approval reference.
- An indemnification clause that interacts with a liability cap such that the cap becomes effectively meaningless — these only show up on careful clause-interaction review.
- A concessions list where some items have a named trade and others do not — the untraded ones are the ones to flag.
- A negotiated-terms record with no documented walk-away position — that means the negotiator never wrote one, or wrote it and removed it. Either way, it's a process failure to surface.
