Editor’s note: This summary of the webinar transcript was created with the assistance of artificial intelligence.
Win-win contracts are documents that still work when everything in the world changes. That was the central theme of Smart Meetings’ Knowledge Exchange webinar on negotiating venue agreements for 2026 and beyond. The interactive workshop featured Tyra Warner, JD, CMP, PhD, an associate professor and department chair of Hospitality and Tourism Management at the College of Coastal Georgia and Ginny Davito, founder and chief experience officer of Hotel Contracting Hub and founder of the venue sourcing and contract negotiation company Thallo. You can view the full webinar on demand.
In the conversation with JT Long, vice president and content director at Smart Meetings, the negotiation experts agreed that win-win doesn’t mean one side gets everything. It means both parties can deliver a successful event without being exposed to avoidable risk. As Davito put it, “My philosophy is that a good contract isn’t one that works when everything goes right. It’s one that still works when everything changes.”
With uncertainty shaping attendance, travel, budgets and staffing, the conversation repeatedly returned to four clauses that can make or break a meeting: attrition, cancellation, force majeure and indemnification.
Warner called these “the big four,” explaining, “Those have the biggest financial risks associated with them.”
Here’s what planners should look for in each clause, why it matters and how to negotiate in a way that protects clients while setting hotels up for success.
Attrition: The Clause That Punishes Forecasting Errors—Unless You Negotiate It
Attrition is where real-world volatility hits the contract. Even the best registration strategy can’t prevent layoffs, visa delays, travel disruptions or shifting corporate priorities from reducing pickup. Attrition is one of the most common sources of unexpected post-event costs, and the biggest danger is not just the penalty—it’s ambiguity in how damages are calculated. Davito cautioned that hotels are “leaning more towards calculating attrition based on room revenue versus room nights.” That shift matters because revenue-based attrition can drive damages higher, particularly if the hotel assumes a rate higher than what attendees would have paid.
Read More: Ask the Negotiator: The Clauses That Bind
A win-win attrition clause starts with clarity. Davito emphasized reducing surprises by spelling out the math: “I like writing everything out so there aren’t any surprises, and writing out the calculations as an example in an attrition clause.” If damages are based on lost revenue, planners can push to define which room rate applies and how it will be determined, rather than leaving it to the hotel’s discretion after the fact. It’s also where planners can negotiate operational realities—like late travel approvals—into the contract so the hotel can still capture the business.
Davito described a scenario in which a group of government attendees booked just 14 days out due to approval processes.By explaining the challenge and showing the data, she was able to negotiate a later cutoff and helped the hotel keep pickup in-house.
Cancellation: The Clause That Defines What You Owe When Plans Change
Cancellation is often viewed as a worst-case scenario, but in practice it’s a risk-management tool. If the event must be canceled, the contract should outline a fair remedy—one that acknowledges the hotel’s legitimate lost opportunity while preventing punitive damages that exceed actual loss.
Without proper scrutiny, cancellation liability can dwarf the savings negotiated elsewhere, and it’s often the clause that gets accepted under time pressure.
Davito warned against rushed contracting and one-sided deadlines, pushing back on “sign it now or lose it” tactics and advised planners to protect the review process. “I resist being pressured into signing something before it’s thoroughly reviewed or isn’t transparent in fees and conditions,” she said. “And I’ll encourage a client to walk away if I feel that they’re too exposed.”
A win-win cancellation clause balances the hotel’s need for committed business with the planner’s need for a realistic off-ramp if circumstances shift. That can mean tying damages to a reasonable measure of loss, building in rebooking terms that allow fees to be applied to future dates, and aligning timelines with decision-making reality. Warner recommended setting expectations early—starting with the RFP—about how long the review will take and who must approve. Make it clear how much time you need to review the contract, when your decision will be made and by whom it will be made. “Set reasonable expectations with the other party,” she said.
Force Majeure: The Most Misunderstood Clause—and The Most Fought Over
Force majeure is often treated as a catch-all escape hatch, but Warner emphasized that it isn’t designed to cover every disruption. “Force majeure is about apportioning risk. The hotel can’t take all of it,” she said, adding that it’s meant to protect parties when something makes it “impossible, illegal or commercially impracticable” to hold the meeting.
That nuance is exactly why planners need to pay attention. Force majeure determines whether a group can exit or adjust performance obligations when extraordinary events occur without paying damages. But it’s also where hotels push back hardest, especially after years of geopolitical conflict, severe weather, protests and other disruptions that have made broad clauses feel untenable.
Davito’s approach is to draft with specificity because hotels often reject sweeping language. Rather than relying only on broad standards, she negotiates triggers that match how meetings actually fail in the real world, such as “curtailment of transportation”, preventing a specific percent of the group from arriving. When a hotel won’t agree to full cancellation rights for travel disruption, planners can still negotiate partial solutions that reduce attrition or performance damages.. Warner cautioned planners not to turn force majeure into a “panacea” because overreaching can stall negotiations and undermine the shared-risk purpose of the clause. In a win-win contract, force majeure is defensible, balanced and realistic enough that both sides can sign it.
Indemnification: The Clause Many Planners ‘Check Off’—and Later Regret
Indemnification is often buried in boilerplate, but it can create enormous exposure if it is not reciprocal or imposes a higher standard on one party than the other. Warner flagged this as a frequent mistake: “Too many planners look at [indemnification] and just sort of check off and say, ‘Yes, there’s one in there. It must be okay.’” Indemnification matters because this is where legal and financial responsibility gets assigned when something goes wrong such as an attendee injury, property damage or an incident caused by a third party. If the clause is imbalanced, the group can end up paying for risks it didn’t create or couldn’t control.
The win-win goal is reciprocity and proportionality. Each party should be responsible for its own negligence and misconduct, and the standard should be consistent on both sides. Planners also benefit from making sure indemnification aligns with insurance requirements and with how vendors are managed onsite, particularly when AV, decorators or exhibitors introduce additional risk. Warner’s core point is that indemnification can’t be treated as a checkbox; it has to be read as carefully as the clauses with visible dollar signs attached because it can become the most expensive clause in the contract.
The Win-Win Mindset: Reduce Risk, Increase Clarity, Be Ready to Walk Away
Both speakers framed successful negotiation as clarity and partnership, not combat.
Davito summarized her approach: “My goal isn’t to win against a hotel, it’s to structure an agreement that allows both sides to succeed if circumstances change.”
Warner echoed the importance of defining priorities: “I see a win when you get all of your must-haves. There are always things you’ve got to concede to the other side.”
In practice, the most powerful negotiating tool may be the willingness to walk away. Davito shared how leverage shifts when a hotel believes the business is truly in play. After another property accepted her client’s must-have addendum, the first hotel reversed course within 24 hours and agreed to the terms it had resisted for weeks. The takeaway is simple: options create leverage, time creates options and transparency creates trust.
