> **Source:** https://knowledge.leegality.com/deal-collaboration/deal-negotiation/deal-negotiation-process
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---
# Deal Negotiation Process

## 1. Internal Review
Internal Review is the first stage in the contract status workflow where your internal team reviews the contract to ensure all terms and conditions are correct before sharing it with the external party.

### Collaborator and Responsibilities
**Pre-Sharing Reviewer(s):** The person responsible for reviewing the contract during the Internal Review stage. They will review and complete assigned tasks, including reviewing entire document, variable fields, and/or sections.

### To Perform an Internal Review
1. The pre-sharing reviewer can find the tasks assigned to them in the [**Tasks**](https://knowledge.leegality.com/deal-collaboration/tasks) section. Click on the **Review** to proceed. The tasks assigned to a user are also reflected on the contract details page and home page.
> **Info**
>
> The reviewer also receives email notifications of the review process.
2. The reviewer then examines either the entire document or specific assigned variable fields and sections of the contract.
3. For entire document review, reviewer can either **Accept** or **Reject**.
> **Warning — Note**
>
> If reviewer **Reject** the document, the entire deal will be discarded. The initiator will need to start a new deal again.
4. For each variable field and section, the pre-sharing reviewer can:
    - **Approve:** Confirm that the information is correct.
    - **Discard:** Remove any incorrect or unnecessary information. (**Note:** If a variable is rejected, a task will be created for the initiator to refill the variable field. Once the initiator has made the change, it’ll go back to the reviewer for approval.)
    - **Edit:** Make necessary changes.

    The pre-sharing reviewer completes their review tasks by making edits, discarding, or approving the fields and sections.
5. Once all variable fields are **Approved**, the contract status will change to *Ready for External Review*.

This indicates that the contract is now ready to be shared with the counterparty for their review.

> **Info — Note**
>
> User can also make Online Edits (if they have edit access) to the Contracts and these edits will be visible to other collaborators.

## 2. Ready for External Review
Ready for External Review is the stage in the contract status workflow where the contract is prepared and deemed ready to be sent to the counterparty for review. This stage ensures that all internal reviews are complete and the document is ready for external review.

### Collaborators and Responsibilities
**Initiators:** Initiator is responsible for sending the document to the counterparty for external review.

### To Send for External Review

1. The initiator will get a new task when the document status changes to *Ready for External Review*. Click on the **Review** to proceed.
2. On the Contracts detail page, the initiator can click on the **View Document** button to review the document before sending it.
3. Then the initiator needs to click on the **Send for External Review** button.

A new window displaying the __Counterparty Sharing Mode__ opens:
![send for external review](\img\DC-CP-Share-for-external-review.PNG)
Here, you can view the sharing mode selected during the workflow creation. You also have the option to update the Counterparty POC name and email.

4. To delete an existing __Counterparty POC__, first create a new credential using the __Add Counterparty POC__ section. 
5. Click __Save__ to add the new details.
6. Remove the previous entry by clicking the delete icon.
7. You may also include an __additional message__ to be sent to your Counterparty POCs. This is sent as part of the  automated email generated to the Counterparty POC when you hit __Proceed__. 
8. Once you've made all necessary changes, click __Proceed__ to continue.

> **Info — NOTE**
>
> Users can also execute this step during external review.

9. If the Counterparty POCs have not received the email, you can resend notification so that those emails can be resent to the users.

To share the document manually,

1. **Download the document** to share it with the counterparty’s point of contact (POC). The format of the document is docx. Before the document is sent, all the internal comments are deleted.
2.  After downloading, the status changes to *External Review*.
3.  Share the document with the counterparty with your preferred mode of communication e.g. Email.

The counterparty reviews the document and returns it with any revisions. This review cycle can continue until both parties are satisfied with the terms and ready to proceed with e-signing.

> **Warning — Note**
>
> Once the document is sent for external review, all online editing is restricted. This restriction prevents discrepancies between the shared document and the internal document version.

 ## 3. Counterparty Review
The Counterparty POCs receive an automated email from the initiator, which includes an attachment of the document. This allows the POCs to preview the document without needing to click any CTA, ensuring both safety and legitimacy.
![Email received by CP-POC](\img\DC-CP-POC-Inbox.PNG)
1. Click __View Document__ to review the document to be signed.
2. Click __Upload Document__ if the Counterparty POC needs to share any attachments with the initiator.

> **Info**
>
> Clicking either button will initiate a one-time verification process.

The email ID will be pre-filled and match the one provided during the Counterparty POC configuration. 
![Guestuser signin](\img\DC-Guestuser-signin.PNG)

3. Enter the OTP sent to that email to complete the verification.

4. Once verified, a guest portal opens, providing access to options for reviewing, verifying, and editing the document.
5. The guest user can __Download__ the document to make changes and then __Upload__ the revised version. 

![Guestuser upload window](\img\DC-Guestuser-Uploadwindow.PNG)

6. Click __Mark as Final and Send__ to send the uploaded document.
7. Click __Comments__ to view any external feedback or remarks on the document.
8. Once all the changes are made, click __Accept as Final and Send__.
9. The guest user can also mark it as final and send if they have no changes to offer. 

## 4. Negotiation Internal

Negotiation Internal is the stage where the contract, after being reviewed by the counterparty, is uploaded back to Leegality Deal Collaboration for further review and possible modification. During this stage, the internal negotiator examines the changes suggested by the counterparty, makes necessary adjustments, and decides on the next steps.

### Roles and Responsibilities
- **Business and Legal Negotiators:** The primary responsibility is to review the document, compare versions, make necessary changes, and decide whether to send it back for external review or mark it as ready for signing.

### Internal Negotiation Process
Once you receive the revised document from the counterparty, you need to upload the document on Leegality DC. For this:

1. On the __Contracts detail__ page, click on the **Upload** button.
2. Select the document you received from the counterparty and click **Proceed**. The status will change to *Negotiation-Internal*.
3. A task is created for the Legal Negotiator to review the document. The negotiator can click on the **View Document** to see the changes.
4. The negotiator can also review the changes by [comparing the document versions](https://knowledge.leegality.com/deal-collaboration/Collaboration/comparing-document-versions). Any necessary edits can be made directly using the online editor.
5. Save the edited document to ensure changes are visible to other collaborators. You can [add comments](https://knowledge.leegality.com/deal-collaboration/Collaboration/add-comments) for other collaborators and external stakeholders as well.
6. After reviewing and making the necessary changes, click the **Approve** button.
7. The Business Negotiator has two options:
    - **Send for External Review:** If further review by the counterparty is needed, the negotiator can send the document back for external review.
    - **Mark as Ready for Signing:** If no further review is required, the negotiator can mark the document as ready for signing. In this case, you need to [send contract for eSigning](https://knowledge.leegality.com/deal-collaboration/signing-journey).