How It Works

Dealroom manages the whole life of a two-party contract negotiation, from creating the contract to electronic signing.

Contract lifecycle

Every contract moves through six main statuses, and can also be cancelled. The platform moves a contract to the next status as both parties complete their actions.

Draft

Awaiting Response

Negotiating

Agreed

Signing

Completed

Step by Step

Create the contract

The party that starts

The party that starts the contract creates it by choosing three settings:

Contract Type

NDA, SaaS, DPA, MSA, or premium templates from the marketplace.

Governing Law

California, England & Wales, or Spain: determines available clauses.

Contract name

A descriptive name for internal tracking (e.g. 'Acme NDA Q2').

Invite the Counterparty

The party that starts

The party that started the contract sends the other party an email invitation to join the negotiation.

The other party receives a sign-in link by email. No account creation required. They sign in by email and accept the invitation to join the contract.

Select Clause Preferences

Both Parties

Both parties independently choose their preferred position for each negotiable clause.

For each clause, parties configure:

Preferred Option

The clause variant that best represents this party's interests.

Firmness (1-5)

A single slider indicating how strongly the party feels about this clause. Higher firmness = stronger negotiating stance.

Open Fields

Negotiable parameters (amounts, dates, scope) that either party can propose changes to during review.

Clause selections and firmness are blind. Neither party can see what the other has chosen until both have submitted. Open fields can be negotiated during the review phase.

Calculating the proposals

System

Once both parties submit, the algorithm works out a fair proposal for each clause.

Weighted Stake Formula

stake = ((5-flexibility)/5 × 0.6) + (|bias| × 0.4)

The party with the higher stake wins the clause. Learn more about the algorithm →

Review & Negotiate

Both Parties

Each party reviews the proposal and decides how to respond.

Agree with the proposal for this clause.

Counter-propose

Propose an alternative option and re-enter negotiation on this clause.

A rejected proposal can lead to a new round of proposals. Negotiations continue until all clauses are agreed or a party withdraws.

Sign the Contract

Both Parties

Once all clauses are agreed, the contract is paid for (on services that charge per contract), and then both parties sign the final contract electronically.

The first party signs

The second party signs

Completed

Key Concepts

Asynchronous Negotiation

Parties don't need to be online at the same time. Each side submits preferences on their own schedule, and the system resolves differences when both are ready.

Blind Submissions

Neither party sees the other's selections until both have submitted. This prevents anchoring bias and ensures genuine position-taking rather than reactive bargaining.

Weighted proposals

The algorithm doesn't split the difference. It awards each clause to the party with a higher calculated stake based on firmness and the option's inherent bias.

Jurisdiction-Aware Clauses

Each contract template includes jurisdiction-specific provisions. Some clause options are only available under certain governing laws (e.g. Spain-specific termination compensation).