How to document and track contract negotiations

As a junior lawyer, I was told to prepare departures tables to help with contract negotiations, but nobody taught me how. Here's what an example negotiation / departures table looks like, and the best practices I've learned as a projects lawyer.

Why do we use a negotiation table?

Negotiation tables have the most value when they:

• simplify the negotiation of grouped issues;

• track the progress and reasoning behind negotiated positions — especially helpful when you need execution approval from directors who weren't part of the day-to-day negotiations;

• identify and resolve issues practically, beyond the drafting of the contract.

The main situations I use them in:

• Government projects — procurement processes (infrastructure, IT) often require departures tables to assess competing bids, value departures, and document decision-making in spending public funds.

• Large-scale projects with complex documentation — to group common issues, involve commercial and technical team members without diving into the contract, and track issues that aren't best resolved by drafting.

There are legitimate criticisms — they can duplicate work and aren't suited to smaller matters or shorter documents. Just as you wouldn't use an industrial power tool for home woodworking, consider whether a table is more appropriate than simply marking up and comment-bubbling the document.

How do we set up a negotiation table?

The key elements of the tables I use:

1. Item number — tracks negotiations and cross-references between related departures (e.g. "refer to Item 6 above").
2. Reference — specific clause references save time and focus the negotiation.
3. Topic — a quick overview that helps identify related departures.
4. Proposed departure — the specific change and reserved position Party A is requesting.
5. Party A comments — the reasoning behind the departure; knowing the true concern helps find better alternatives.
6. Party B comments — the response, with reasoning.
7. Closed items — shaded out to keep the focus on live issues.
8. Document status table — tracks document versions, incorporated amendments, and separate workstreams (commercial / technical / financing).

How do we update the table as negotiations progress?

1. Adding rounds — add further rounds as new rows, not new columns, so the table doesn't run off the page by round 4, 5 or 6. New rows sit under the original Item number, are dated, and can be highlighted to show the latest developments.

2. Closing items — shade closed items grey with a "**" marker noting the agreed drafting is still to be incorporated; remove the marker once the next version reflects it.

3. New items — add items that come up between rounds under a new number that doesn't force renumbering (e.g. Item 3A).

4. Document / rider status — update the tracker to show which positions have been incorporated and when the next version is expected.

A worked example negotiation table (Word) is available to download, and shown below.

Example departures tableTap to open the PDF

Final thoughts

There's a time and place for these tables, but now you'll be prepared when they're needed.