Ask the Attorney: Don't Be Afraid to Negotiate

September 8, 2026

From AI contract review to reciprocal attrition clauses, it can’t hurt to ask

Contract law may seem simple. Whether it is written on a napkin or by AI in an email, an agreement to do a specific thing by a specific date for a certain amount of money is a binding document. Jerald Jacobs, a partner at Pillsbury Winthrop Shaw Pittman, LLP, offered some tips for negotiating better contracts at ASAE’s Annual in August.

Negotiation 101

One thing is certain: Even if you are working from a 10-page contract covering everything from force majeure to attrition, something will probably happen that will require an addendum. Changes have to be agreed to in writing by both sides. “You want to be diplomatic, but don’t be too informal because you might break the chain of the three important elements: offer, acceptance and compensation,” Jacobs warned.

Another simple rule that is easy to forget: “Don’t be afraid to negotiate,” he said. Whether it is a hotel contract or the purchase of a technology product, the agreement often takes the form of a standard form. You never know what is negotiable unless you try. Hotels and convention centers have gotten less flexible and more templatized, Jacobs observed.

Strict attrition clauses can lead to major financial obligations. Cancelations, even in light of hotel strikes, major weather events or other disruptions, can lead to severe penalties. Ask about larger attrition margins, especially for a new event on a new subject, he suggested. “You’ll find that if hotels really want your business, they might work with you.”

Force majeure, as we all know in the wake of the pandemic, stipulates that you can cancel without penalty and receive a refund of your deposit if something happens that makes it reasonable to cancel the whole meeting. Many hotel contracts today say that you can cancel without penalty under force majeure only if it’s “impossible” to hold your meeting. “That’s a test you’re never going to pass because impossible means something to the hotel, and it means something else to you,” Jacobs said.

He suggested asking for a provision stating that if it’s “inconvenient” or “financially not reasonable” to hold the event on the agreed-upon dates, you have the right to cancel without penalty.

“If hotels really want your business, they might work with you.”

—Jerald Jacobs

Even without this wording, a hotel has an obligation to mitigate your penalty by trying to sell the rooms. Do not agree to a mitigation provision that says if the property doesn’t sell all the rooms, you have to pay for them. Most hotels never sell out completely. They keep some rooms in reserve. Instead, use the measure of how full the property was over the same dates the year before or on average over the last three years.

Inversely, some stipulation should require that if a hotel schedules construction over the dates or can’t fulfill their side of the deal for any reason, they will be penalized as seriously as you would be if you canceled the meeting. That could be a credit or covering the cost of moving to another property.

Tech Contract Best Practices

Too often, associations buy event technology based on a PowerPoint presentation, Jacobs observed. A team sits in the boardroom, makes an impressive presentation and references other associations that have used the product. You want a contract with a defined scope of work, a list of who will be assigned to the project and a schedule of performance.

Then you have to hold them to compliance with the agreed-upon standards. Too often, technology takes longer to produce than anyone thought, and the team that made that impressive presentation may not be the one actually doing the work. “You may not enforce the penalties when delays occur, but you need leverage,” he added.

Jacobs suggested establishing a central source where all contracts are recorded. That way, it will be easy to monitor termination dates and automatic renewals so you don’t get stuck with bills for products you no longer need or want to change.

AI can act as a first step in contract review to identify key features or red flags, followed by a human analysis. “It’ll make the process more efficient,” he concluded.

This article appears in the September 2026 issue. You can subscribe to the magazine here.