Documents · part 2

Deal file

You are the new legal team. The deal has cleared almost every approval, and only the signature is left. You have five documents, a counterparty in a hurry and one question: can this be signed? The legal team is only a role: a buyer, a deal manager or an analyst checks a set of related documents before signing in the same way.

1Situation
2Documents
3Map of the file
4How to read
5Matrix
6Negotiation
7Redline
8Reference
9Result

Situation

Grasbahn GmbH of Wuppertal, Germany, supplies medical cannabis extract. Yeşil Bulut Farma of Istanbul, Turkey, buys it. The contract runs for several years, and the goods travel by sea from Hamburg to Istanbul. Today is 26 September 2026. Both companies have just hired new lawyers, and that is you.

Each team works for one of the parties. Pick your side: it decides which documents you get and who your counterparty is.

Where you are in the life of the deal

1IntakeThe business brings in the deal: who, what, how much, where to.
2ReviewLegal and compliance check the documents and the counterparty.
3ApprovalAuthorized people approve the amount and the terms.
4Execution · you are hereSigning. After this, every fix costs much more.

Each document looks fine on its own. Your job is to check whether they all say the same thing.

Documents

The documents are in English, as in a real international deal. Download every document for your side and read each one in full, fine print included.

1Mutual NDANon-disclosure agreement · 14.03.2026DOCX
2KYC & Regulatory Compliance AnnexSchedule 3 to the MSA · 02.09.2026DOCX
3Master Supply AgreementFramework supply agreement · 12.09.2026DOCX
4Commercial Term SheetSchedule 2 to the MSA · 10.09.2026DOCX
5Internal Approval Sheet (DOA)Buyer's internal document · 05.09.2026DOCX

The same files are in your team's folder on Google Drive.

Map of the file

First work out how the documents relate. What forms part of the contract, what the contract only mentions, and what stays inside one company.

The dashed blue frame shows what the parties sign. A question for you: is every document inside the frame meant for the counterparty's eyes? Source: documents 1-5.

The route of the cargo

Follow the route with the cargo. At every stop ask: who is responsible for the goods right now, which permit is needed here, and what the documents say about it. Source: MSA cl. 7, Term Sheet.

How to read the file

This takes no deep knowledge of law. It takes careful reading, arithmetic and checking what the documents leave out.

1MapWho wrote each document, when, for whom, and whether it binds anyone.
2MatrixOne term, five documents. Write down each value with its clause number.
3TimelineAll dates on one line. Which dates depend on each other?
4CalculationWork out everything not stated outright: amounts, periods, limits.
5OutsideCheck the law and the terms in sources, not from memory.

What to look at

Money and authority

What is the deal worth per year and over the whole term? Where is that written, and where do you have to calculate it?
Who approved the deal, for what volume and what amount? Is it the same deal that is being signed?
Is the liability cap described the same way in different documents? Which document prevails?

Permits and territory

What exactly does each license and each permit allow? Until what date?
What does the contract allow you to do with the goods, and how much of that does the permit cover?
Which law governs medical cannabis in Germany and in Turkey today?

Dates and periods

Can the first order be fulfilled on time under the contract's own rules?
What happens if one party's permit expires while the contract is in force?
Do the terms of the NDA and the MSA match?

Logistics and risk

What does FOB Hamburg mean: where does risk pass, who insures, who clears customs?
What happens if the cargo is held at customs in Istanbul? Who is responsible for that under the contract?

Confidentiality and disputes

To whom may the deal terms be disclosed under the NDA, and to whom under the MSA?
Where, and under which law, is a dispute resolved under each document?

Internal and external

Which documents are meant for your own company only? Have any of them reached the counterparty?
If compliance recommended something, was it done before signing?
Which documents are referred to but missing from your folder?

Deal matrix

Fill each cell with text from the document and the clause number, for example “600 kg / year (Term Sheet)”. An empty cell is information too: the document does not contain that term. A row where the values differ is a candidate for your issues list.

Term

1 NDA

2 KYC

3 MSA

4 Term Sheet

5 DOA

Your entries are saved in this browser only.

Timeline

Enter every date from every document. Then sort them and look at what ends up side by side.

Date

Event

Document and clause

Negotiating with the counterparty

The counterparty knows the contract, is in a hurry to sign and has its own interests. It agrees to a change only when you say exactly what is wrong and where it is written. Here the way you communicate matters as much as the problem you found.

How to talk to the counterparty

One issue at a time. The most important first.
Always cite the document and clause: “Document such-and-such, clause such-and-such, says…”.
Explain the risk for both parties, not only for yourself.
Propose specific wording, not “this needs rewriting”.
Keep the tone businesslike and calm. Deadline pressure is not an argument.
At the end, ask for a summary: what was agreed and what remains open.

Request template

Document and clause: MSA, cl. __
What is wrong:       ...
Why it is a risk:    ...
What we propose:     ...
New wording:         "..."

A chat with the counterparty played by AI is available in class through a link from your instructor. Save the conversation: it is part of your result.

Live redline

Both teams of a pair work in one copy of the MSA in Google Docs. Every edit is visible to the other side, and the version history shows who changed what and when. A contract is not a final file but a process.

Switch on Suggesting mode. Make no direct edits.
Every suggestion carries a comment following the template above: clause, risk, proposal.
Answer the other side's suggestions: accept, reject or counter-propose.
Name the version after each step: “v1 supplier”, “v2 buyer”.
Presentation matters: consistent clause names, short comments, no emotion.

Link to part one: tracked changes, styles and file properties are part of the document too.

Reference

Sources you may need. Check that a rule was in force on the date of the deal.

Source	What for
Medizinal-Cannabisgesetz (MedCanG)	German Medical Cannabis Act: permits, import, export (in German).
BfArM: Medizinisches Cannabis	The German regulator: who issues permits and how (in German).
Turkish Law No. 2313	Control of narcotic substances in Turkey (in Turkish; a translation tool helps).
ICC Academy: FCA or FOB	What FOB means and where risk passes.
Toolkit: Contract as Data	Contract fields, derived values, from clause to date.
Toolkit: Document, Structure and Assembly	File structure, tracked changes, checks before sending.

Glossary

MSA: Master Supply Agreement: a framework supply contract. General terms for the whole term; individual deliveries go through separate orders.
Schedule: An annex to the contract. Once incorporated into the contract, it has the same force.
Term Sheet: A summary of the commercial arrangements: price, volume, timing.
NDA: Non-disclosure agreement: what is confidential, and to whom and when it may be disclosed.
KYC: Know Your Customer: checking a counterparty's registration, owners, licenses and sanctions status.
DOA: Delegation of Authority: who in the company may approve deals, and up to what amount.
PO: Purchase Order: a separate order for a specific delivery.
Incoterms, FOB: Standard ICC rules on who pays for delivery and where risk passes. FOB: Free On Board, at the port of shipment.
Liability cap: The maximum amount a party can be liable for under the contract.
Force majeure: Circumstances beyond a party's control that release it from liability for non-performance.
Recital: The preamble of a contract: why, and on what basis, the parties enter into it.
Entire agreement: A clause stating that the contract supersedes all prior arrangements.
Redline: A document with the parties' edits and comments shown.

What to hand in at the end

The completed deal matrix and timeline.
An issues list: document and clause, what is wrong, the risk, the proposed edit. Most important first.
A redline of the MSA with named versions.
The saved conversation with the counterparty.
One sentence: we sign, we sign on conditions (which ones), or we do not sign.

After class

Why does none of the five documents look wrong on its own?
At which stage of the deal could each problem realistically have been caught?
When did the counterparty give way, and when not? What worked?
If you gave an AI all five files at once, what would it find by itself, and what not? Why?