Business English Podcast · Negotiations · Episode 25

Separating Must-Haves from Nice-to-Haves in a Contract

Before any contract negotiation: which terms are essential, which are trading material? The exercise that decides the outcome.

C1 · Monologue · 5 Min. · free

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Editorially reviewed by James Simmonds – English teacher since 2004Published 18 August 2026

Must-Haves vs. Nice-to-Haves in a Contract

SceneHead of procurement Katrin shows her team's preparation exercise: sorting every contract term into must-haves and nice-to-haves — and using the nice-to-haves as negotiation currency.

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Katrin — Head of procurement, medical technology, Hamburg

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Transcript

The full transcript opens after the comprehension test — so you train real listening instead of reading along.

German support

KatrinHello, I'm Katrin, head of procurement at a medical technology company in Hamburg. Before any contract negotiation, my team runs one exercise that, in my experience, decides the outcome before the meeting even starts: separating must-haves from nice-to-haves.

KatrinA must-have is a term you cannot sign without — for us, that means liability caps and delivery guarantees. A nice-to-have improves the deal but doesn't break it: an extra training day, a longer warranty, a dedicated contact person. If everything on your list feels essential, you haven't finished your homework.Wenn sich jeder Punkt auf Ihrer Liste unverzichtbar anfühlt, sind Sie mit der Vorbereitung nicht fertig.

KatrinAnd here is the language trap that comes with this topic. A nice-to-have is something you don't have to get. Many German speakers translate 'wir müssen das nicht bekommen' as 'we must not get it' — but in English, 'must not' is a prohibition. Say 'we don't have to have it'. 'Must not' means it is forbidden.„Müssen nicht" heißt „don't have to". „Must not" bedeutet dagegen: Es ist verboten.

KatrinWrite the two lists before the meeting, never during it. Then attach a walk-away point to every must-have: the exact moment you would rather leave the table than sign. If you define that limit in the room, under pressure, you will define it too low.Legen Sie für jedes Must-have Ihre absolute Schmerzgrenze fest – vor dem Termin, nicht im Raum.

KatrinIn the negotiation itself, never concede a nice-to-have for free. Each one is a bargaining chip. I say: 'We could drop the extra training day — if, in return, you extend the warranty to three years.' The structure is always the same: give one, name one.„Bargaining chip" = Verhandlungsmasse. Geben Sie nie etwas her, ohne eine Gegenleistung zu nennen.

KatrinProtect your must-haves with firm, neutral language: 'The liability cap is non-negotiable for us.' Say it calmly, say it once, and don't apologise for it. A must-have that you defend emotionally invites attack; one that you state as a fact usually gets accepted.

KatrinWatch the other side through the same lens. Whatever they concede quickly was a nice-to-have. Wherever they slow down, change the subject or bring in their lawyer, you have touched a must-have. Keep a written record of both — it is a map of their priorities.

KatrinLast spring we negotiated a framework agreement with a new supplier. We traded three nice-to-haves — the training day, a reporting portal and quarterly reviews — and in return protected both of our must-haves completely. The final price was two per cent above our target, but the contract was far safer. I would sign it again tomorrow.

KatrinSo here is your takeaway: sort every term into the two lists before the meeting, price your nice-to-haves instead of giving them away, state your must-haves once and calmly — and never let 'must not' slip in when you simply mean you don't have to.

Key phrases

must-have

a term you cannot sign without

The liability cap is a must-have for our legal team.

nice-to-have

a term that improves the deal but is not essential

The reporting portal is a nice-to-have, not a condition.

walk-away point

the limit at which you would leave the negotiation

Define your walk-away point before you enter the room.

bargaining chip

something you can trade for a concession

Free shipping became our strongest bargaining chip.

non-negotiable

not open to discussion or change

The delivery guarantee is non-negotiable for us.

to concede

to give something up in a negotiation

They conceded the training day within five minutes.

liability cap

a contractual limit on how much a party must pay in damages

The contract includes a liability cap of one million euros.

framework agreement

a long-term contract that sets terms for future orders

The framework agreement covers all orders until 2028.

Language notes

In this episode a head of procurement explains the key preparation exercise before contract negotiations: sorting every term into must-haves and nice-to-haves, fixing walk-away points in advance and trading nice-to-haves instead of giving them away. You learn the C1 phrases — and why German "müssen nicht" is never "must not".

The language of the two lists

The method has a fixed vocabulary: "must-have" and "nice-to-have" for the sorting, "walk-away point" for the limit, "bargaining chip" for the trading material. The trading sentence always follows the same pattern: "We could drop X — if, in return, you extend Y." Leave out the second half and you are giving your capital away.

Cultural note: firmness without emotion

German negotiators like to explain at length why a term is essential — in English-speaking business, exactly that reads as an invitation to attack. The English convention is the neutral statement of fact: "The liability cap is non-negotiable for us", said calmly, said once, without apology. The shorter the sentence, the more stable the position.

Must not vs. don't have to

The most dangerous grammar mistake in contract talks: German "müssen nicht" (= no obligation) becomes a literal "must not" — which expresses a prohibition. "We must not include the training day" means the training day is forbidden. The intended meaning was "We don't have to include the training day." In contracts this difference can get expensive; "need not" is the formal alternative to "don't have to".

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Frequently asked questions

What language level is this episode for?

Level C1 (CEFR). The monologue uses precise contract and negotiation English; the vocabulary list explains all eight key terms bilingually.

How do I separate must-haves from nice-to-haves?

A must-have is a term you would not sign without (e.g. liability cap, delivery guarantee). A nice-to-have improves the contract but is expendable. Rule of thumb: if everything feels essential, your preparation is not finished.

Does German "wir müssen nicht" translate as "we must not"?

No — that is the classic trap. "Must not" expresses a prohibition. German "müssen nicht" is "don't have to" or, formally, "need not": no obligation, but permitted.

Is there a transcript to read along?

Yes, the full transcript with German support notes is on this page — listen first, then take the test, then read along.

Where can I practise contract negotiations live in English?

In the online business English courses from Simmonds Language Services (englisch-lehrer.com/online): live lessons with real teachers on Zoom, including negotiation role-plays. Book a free consultation.

Want to practise these phrases in a real conversation?

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