How do you say "I need to have my lawyer take a look at this before agreeing to anything" without it looking like you are trying to play hardball in a negotiation situation?

Admittedly, I am a lawyer, but I don't think that telling the other side in a negotiation that you are going to have your lawyers take a look at things is at all "playing hardball."  To the contrary, closing on any sophisticated transaction without at least giving your lawyers a chance to review for issues is amateurish and has the potential to be disastrous.  Put another way, failing to pay your transactional attorneys at the outset increases the chance that you'll be paying litigators like me down the road when everything goes to hell in a hand basket. Second, I would be highly concerned by anyone who took offense to my wanting to review a transaction with lawyers--talking things over with lawyers does not mean that you think the other side is cheating you.  To the contrary even when both sides are sophisticated and operating in good faith, it is still possible for both sides to fail to identify potential legal issues.  Businessmen tend to focus on business issues, not legal issues--that's what lawyers are for, and anyone who would pressure you to waive the opportunity to consult a professional is probably not trustworthy.  Further, when people talk about "lawyering up," they're usually talking about lawyers like me, i.e., trial attorneys.  When you hire a litigator, there is sometimes a risk that the other side will take it as a sign that a deal is going sideways and/or a lawsuit is imminent.  But seeking out the counsel of a transactional attorney is just you covering your backside, not some potential threat (unless you are in fact being cheated). If there is real concern, I think that 's advice is correct--express excitement over the deal, treat the review as routine (which it should be), and set a timeline to bring things to a close (everyone feels more comfortable when there are reasonable deadlines that won't slow momentum).  No big deal.This answer is not a substitute for professional legal advice....

Why is it your interests not to look like you are playing hardball, and what is wrong with "lawyering up"? If I'm in the middle of a business negotiations and someone gets even slightly offended at me consulting a lawyer, that's a cue for me to stop negotiations. Also if you deal with any sort of large corporation, they more than likely will not take you seriously unless you play hardball or you "lawyer up."  The other thing is that there are some fields (like Wall Street high finance) where the name of the game is to screw over the other guy, so if you seem unwilling or unable to play hardball people will either take pity on you, or more likely take advantage of you.

You don't even have to tell them you are having a lawyer look at it. Just say, "Ok thanks for getting this to me, I'm going to look over it for a day or two and I'll get it back to you." You have the right to discuss your decisions with anyone you want, so why not discuss it with someone who has your best legal interest in mind?

By that point in the process, once you've successfully navigated the interviews, and received an offer that is competitive and comprehensive, asking about your lawyer reviewing it should be a no-brainer.  Don't make it bigger than it is. It's normal, act that way. Sue Wang's suggested wording is pretty close to perfect with one minor exception: the opening line sounds a bit like the deal is not in place, and you could be angling to negotiate some more. If that's true, go with her recommendation. If you have a deal, then drop that wording, pick it from there and go with it.

A good way to avoid appearing as though you're playing hardball is to agree on the negotiation ground rules or process up front. A key question during preparation is what level of commitment do and your counterpart seek and to what extent do you and they have the authority to make that commitment? If you then have that discussion at the outset and make clear that you'll need an attorney to sign off on the contract, you're simply abiding by the process you agreed on rather than disappointing a counterpart who expected you to reach an agreement without an attorney's involvement.