ISDA negotiation in a conversation with seven agents: every dealer term on your playbook, every counter backed by what the dealer accepted before, the redline the same day
Redline the same day, every counter backed by what the dealer accepted before.
See one case, screen by screen ↓ISDA negotiation is agreeing the ISDA Schedule, the variation margin CSA and, for funds in scope of the uncleared margin rules, the initial margin CSA and account control agreement with each dealer, term by term against the firm's playbook. ISDA Negotiation is software for that work: the lawyer works in a conversation with seven AI agents that read the dealer's draft, place every term on the fund's playbook scale, find what the dealer accepted before, draft the redline and check it blind. The lawyer decides each term; credit risk, treasury and the deputy general counsel approve and release.
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ISDA negotiation is a fixed cost of trading derivatives. Every fund that trades derivatives needs an ISDA Schedule to the ISDA 2002 Master Agreement, a variation margin credit support annex and, in scope of the uncleared margin rules, an initial margin CSA and an account control agreement with the custodian, for each dealer. Dealers send their own paper, as Word, PDF, a scan, sometimes a German Rahmenvertrag. A derivatives lawyer reads 60 to 120 pages against the playbook memo for the fund type: NAV triggers and other additional termination events, cross default thresholds, set-off, eligible collateral and haircuts, minimum transfer amount, notification time, independent amount.
Then the chasing starts. Credit risk owns the thresholds and treasury owns the collateral terms, and the questions go by email, days apart. What the dealer gave another fund sits in a shared drive or in someone's memory, so a concession gets made under deadline pressure beyond the playbook, and the same dealer ends up with a better term from one fund than another. After signing, collateral operations re-keys the CSA terms into the collateral system, and a wrong eligible-collateral schedule surfaces at the first margin dispute. Meanwhile the SEC's Treasury clearing dates (cash December 31, 2026; repo June 30, 2027) add a wave of sponsored clearing and repo agreements to the same desk.
Estimated split of the sample firm's 2025 median of five business days from a dealer's draft to the first turn by hand, and of the 0.8-day median the working solution's reports show since go-live.
Seven agents read, place, find precedent, draft and check; the lawyer decides, owners approve, the deputy GC releases.
Thornbury Bank N.A. sends its own paper for Quillfield Global Macro Fund, L.P., a $4.2 billion Delaware fund in scope for regulatory initial margin that needs to trade FX options and interest-rate swaps with Thornbury from Monday, November 2, 2026. The lawyer works the package in a conversation with the agents; owners approve; the deputy GC releases. Here is what happens, screen by screen, in the working solution.
Helen Marsh in Thornbury's derivatives documentation team emails an ISDA 2002 Schedule (38 pages), a 2016 VM CSA and a 2018 IM CSA, both New York law (14 and 22 pages), and an account control agreement with Calder Trust Company (11). The Intake agent matches the package to the Global Macro Fund by the fund's LEI and trading request TR-8812 from the Global Macro desk, at 99% confidence, and logs it to negotiation NEG-2026-0147.
Below a 90% match, the documentation analyst confirms; the agent never opens a negotiation for an unknown fund.
The Reader agent extracts 23 negotiated terms, every one cited to its page, lowest confidence 95%. The Playbook agent places them on Hedge fund — macro v3.1: 7 off playbook, 3 near the line, 13 on, and sends the near-the-line terms to credit and treasury in parallel. The Precedent agent searches 1,846 agreements and anchors 6 counters on QF-ISDA-0918. The Drafter agent writes 31 changes, a cover note to Helen Marsh and an issues list of 10 terms, and the Checker agent re-reads them blind with 2 findings. Nothing is sent.
“Agents propose; people decide.”
Claire runs 11 of Quillfield's 27 open negotiations. Her home shows 5 first turns due this week, 7 items with approvers and 1 trading start at risk: the Global Macro Fund with Thornbury on November 2. Top of “Needs you”: Thornbury's draft, 23 terms, 7 off playbook, redline drafted in 6 minutes. Beside it, what the agents did since Friday, each line opening its sources, and a box to ask them anything — “Which Thornbury terms are off playbook?”, “What did Thornbury accept before?”
“Answers cite their sources · nothing is sent without you.”
Each negotiated term is one line from “our preferred” to “walk away”: Thornbury's ask as a red diamond, the agents' counter as a blue dot, Thornbury's 2024 precedent as a violet tick. First is the NAV trigger in Schedule Part 1(h)(i), page 6: Thornbury asks for an additional termination event at a 20% one-month NAV decline; the playbook says preferred 35%, walk away 30%. Below it, the three-month trigger, a key person event, cross default at $10 million, set-off with all affiliates.
Proposed: “Counter at 30%, citing QF-ISDA-0918. Then credit risk approves.”
In the thread beside the term, the Checker agent, re-reading the redline blind, has found that the defined term “NAV Trigger Event” in Part 5(n), page 16, still says 30% over three months, which would undo the 40% counter; the Drafter has fixed it. Claire asks, “Why 30% and not 35%?” The Playbook agent answers that opening at 35% would ask for more than Thornbury ever gave Quillfield, and that 30% is hard to refuse and saves a turn before the fund's trading date.
Checker agent: “The defined term ‘NAV Trigger Event’ in Part 5(n), page 16, still says 30% over three months — it would undo the 40% counter in Part 1(h)(ii). Drafter, please conform.”
Every citation opens its passage. Source 3 is QF-ISDA-0918, Thornbury Bank N.A. with Quillfield Multi-Strategy Alternatives Fund, executed March 14, 2024: “the Net Asset Value of Party B declines by 30% or more”, Part 1(h)(i), page 7. Below it, the draft redline striking 20% for 30%, the market across dealers — a 30% median in 12 macro agreements — and Thornbury's Part 5(n) as first redlined, before the Checker's fix.
Only executed or approved positions count; a precedent older than five years is shown but never the anchor.
Claire accepts the 30% counter with the reason code “Matches the dealer's precedent with Quillfield”, and the other counters the same way. On set-off she concedes to the named affiliate Thornbury Securities LLC, as Thornbury got in 2024. That is beyond walk away, so it becomes playbook exception EX-2026-0412 for Victoria Hale, the deputy general counsel, and Claire must confirm it is beyond the approved playbook.
“This is beyond walk away. It becomes a playbook exception … You cannot approve it yourself.”
Tomás has six items waiting, each with its scale, the dealer's precedent, the lawyer's reason and the maker. For Thornbury: the NAV triggers at 30% and 40%, cross default not applicable to the fund — $10 million is 0.24% of the fund's $4.2 billion NAV — no independent amount where initial margin applies, and NAV reporting in 15 business days. He approves with an attestation. Mei Lin Tan in treasury approves the collateral terms, including 11:00 a.m. in both CSAs.
Playbook agent: “At 20%, a single bad month could let Thornbury terminate every trade with the fund.”
The redline shows each document with tracked changes — 17 in the Schedule, 8 in the VM CSA, 4 in the IM CSA, 2 in the account control agreement — plus the cover note and the issues list. The release gates are all clear: 23 of 23 terms decided, 5 of 5 thresholds approved by credit risk, 3 of 3 collateral terms by treasury, 1 of 1 exception approved, 2 of 2 Checker findings resolved. Victoria releases the first turn to Thornbury, the next business day after the draft arrived.
Attestation: “I have reviewed the redline and every exception has its approvals.”
Every step, by people and agents, is on an append-only audit trail with who, role, what, why, the evidence and a fingerprint chained to the entry before: Claire's decisions, Tomás's and Mei Lin's approvals, Victoria's approval of EX-2026-0412. Sofia can ask the trail “Did anyone approve their own work?”, verify the chain and export one audit pack. 41,880 entries since go-live, retained 10 years.
“Append-only: who did what, when, why and on which evidence — people and agents alike.”
The same Thornbury package, seen by five of the people who carry it — what a turn looked like by hand, and what it looks like now.
Seven agents read, place, find precedent, draft and check; the lawyer decides, owners approve, the deputy GC releases.
Classifies each incoming document from legal email, dealer portals, the industry negotiation platform and document management, matches it to a fund, dealer and negotiation by LEI, name and open trading requests, spots duplicates, and compares a new turn with the last one — including changes a dealer did not mention.
Extracts every negotiated term clause by clause from the ISDA Schedule, credit support annexes, account control agreements and local-law masters, with document, clause and page; reads German, French and Japanese masters in the original with an English rendering beside them.
Places each term on the fund type's scale from preferred to walk away, classifies it off, near or on the playbook, and routes it to its owner: thresholds to credit risk, collateral terms to treasury, language to legal. Near-the-line terms go to the owner in parallel.
Finds what this dealer accepted before, across the firm's funds and earlier turns, and what other dealers accepted for the same fund type; proposes a playbook change when the same concession keeps recurring, with every negotiation cited.
Writes the counters and the redline in the firm's clause language, with tracked changes by document, and drafts the cover note and the issues list; takes instructions in the conversation, such as a different counter.
Re-reads every redline blind against the extracted terms, the playbook and the other documents in the package, and finds inconsistent definitions, numbers and cross references between the Schedule and the CSAs.
After signature, compares each signed collateral term with the collateral system and the counterparty database, prepares the push with the signed figures and reconciles it.
Decide, approve, approve, release. The agents propose; a named person decides.
The conversation sits beside every term and on every working screen. Answers cite the dealer's clause, the playbook section or the executed agreement, and the agents act only with a person's say-so.
Which Thornbury terms are off playbook?
Seven of 23: one-month NAV decline 20% (walk away 30%), three-month 30% (walk away 40%), a key person event, cross default at $10 million, set-off with all affiliates, an 8% independent amount on FX options, and Treasuries capped at 10 years. Counters are drafted for all seven.
What did Thornbury accept before?
Four executed agreements with Quillfield funds (2019, 2021, 2024, 2025). For the Multi-Strategy Alternatives Fund on March 14, 2024, Thornbury accepted a 30% one-month and 40% three-month NAV trigger, all Treasury maturities and no independent amount where initial margin applies.
Why 30% and not 35%?
Opening at our preferred 35% would ask Thornbury for more than it ever gave Quillfield. Thornbury agreed 30% for the Quillfield Multi-Strategy Alternatives Fund in 2024, so a counter at 30% is hard to refuse and saves a turn — the fund needs to trade by Monday, November 2, 2026.
How much collateral does the 10-year cap strand?
The fund holds $1.84 billion of US Treasuries; $610 million mature after 10 years (portfolio accounting, Oct 16). Under Thornbury's wording none of that is eligible; the 2024 agreement allowed all maturities.
13 screens from the working solution, on its sample data. Pick one to see it large.
Who checks what after the lawyer decides, when an agent hands to a person, and when work escalates. Only the administrator changes settings; the deputy general counsel approves changes to agents and thresholds.
| Setting | Default | Choose from |
|---|---|---|
| NAV triggers, cross default, independent amount, NAV reporting (R-1) | Credit risk · Tomás Herrera | 1 business day, then escalation to the deputy GC |
| Eligible collateral, minimum transfer, timing, interest, custodian (R-2) | Treasury · Mei Lin Tan | 1 business day, then escalation to the deputy GC |
| Any concession beyond walk away (R-5) | Term owner and the deputy general counsel | 1 business day · the maker can never approve it |
| Release of any turn to a dealer (R-6) | Deputy general counsel, after all approvals | Same day |
| Reader agent: ask a person below | 85% confidence | Proposed by the administrator, approved by the deputy GC |
| Intake: auto-match at or above | 90% confidence | Below it, the documentation analyst confirms the match |
| Precedent: never the anchor when older than | 5 years | Older agreements are shown, never used as the anchor |
| First turn | 3 business days | At the limit: escalate to the deputy GC |
Every figure is labelled: a target the solution is built to, an estimate, a typical published result, or a proven one.
“demo” = seen in the working solution, on its sample data · “target” = the design goal, measured in the live solution · “estimated” = our estimate (the split of the sample firm's 2025 median of five business days to a first turn) · “typical” = published figures (ISDA Document Negotiation Survey, July 2024: over 60% of respondents say additional termination events and credit terms delay negotiations, over 80% still negotiate by email and Word or PDF; Coalition Greenwich: about 775 firms in initial margin documentation after uncleared margin rules Phase 6, against 319 before; SEC Treasury clearing dates as extended in 2025). Quillfield Capital, Thornbury Bank N.A. and the people, dealers, funds, custodians, law firms and agreements named on this page are fictional — characters and sample data in the working solution.
ISDA negotiation is agreeing the ISDA Schedule, the variation margin CSA and, for funds in scope of the uncleared margin rules, the initial margin CSA and account control agreement with each dealer, term by term against the firm's playbook. ISDA Negotiation is software for that work: the lawyer works in a conversation with seven AI agents that read the dealer's draft, place every term on the fund's playbook scale, find what the dealer accepted before, draft the redline and check it blind. The lawyer decides each term; credit risk, treasury and the deputy general counsel approve and release.
The Reader agent extracts every negotiated term with its page, and the Playbook agent places each one on the scale for the fund type, from preferred to walk away, as off, near or on the playbook. The Precedent agent adds what the same dealer accepted for your other funds, so each counter is anchored on an executed agreement. Off-playbook terms sort to the top.
They are terms on the scale like any other, owned by credit risk. In the sample case, the dealer asked for a 20% one-month NAV decline against a walk away of 30%; the counter of 30% cites what the dealer accepted for another fund in 2024. Key person events, cross default thresholds and NAV reporting are placed and routed the same way.
Yes. For CSA negotiation it reads the 2018 IM CSA and the custodian's account control agreement together with the ISDA Schedule and the 2016 VM CSA, places terms such as the ISDA SIMM method, the initial margin threshold and the custodian on the playbook, and flags differences between the two credit support annexes — in the sample case, a notification time of 10:00 a.m. in one and 11:00 a.m. in the other.
The Reader agent reads German, French and Japanese masters in the original with an English rendering beside each term, and every term is cited to its original page. In the working solution, a German Rahmenvertrag with its Besicherungsanhang is placed on the UCITS fund playbook, with four terms off it.
In the sample case, the agents read an 85-page, four-document package and drafted 31 changes, a cover note and an issues list in six minutes, so the first-turn redline is ready the day the draft arrives; the release followed the next business day, after every owner approved. On its sample data, the working solution's reports show a median of 0.8 business days to first turn since go-live in July 2026, against 5.0 in 2025.
No. Agents propose; people decide. The lawyer decides every position, credit risk and treasury approve their terms, any concession beyond walk away needs the owner and the deputy general counsel, and only the deputy GC releases a turn. The Booking agent writes to the collateral system only after treasury approves.
The Agentic Solution Engine builds and deploys it from your requirements and documents — your playbook memos per fund type, clause library, approval rules and executed agreements — and it goes live once every quality gate has passed, including a back-test on your past negotiations. We will walk you through it on one of your own dealer packages first.
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1-min demoWe'll run ISDA Negotiation on a past dealer package of yours, against your own playbook and executed agreements.