When the other side sends the contract

Whoever drafts the contract writes it for themselves. That's not sinister; it's the job. Yours is to find where it costs you.

Read these sections first

• Payment. When, how, and what can delay it. Net-60 or "upon client acceptance" changes your cash flow.

• Indemnity. Whose losses you cover. Look for one-way indemnities and ones not tied to your own fault.

• Limitation of liability. Whether your exposure is capped, and whether the cap applies to both sides.

• Termination. Who can end it, on how much notice, and what you're owed when they do.

• Ownership of work. Whether your tools and templates leave with the deliverable.

• Restrictive covenants. Non-competes and non-solicits buried in a services agreement or an NDA.

• Governing law and venue. Where you'd have to sue or be sued.

"Standard" and "non-negotiable"

Standard means it's their usual form. It doesn't mean nobody negotiates it. Large companies often accept targeted changes to indemnity, payment terms, and liability caps, especially when the request is short and specific.

Buyer-drafted purchase agreements

When you're selling a business, the buyer's draft loads risk onto you through representations, warranties, and indemnities that survive closing. A representation that turns out wrong can claw money back after the sale. The outline should be settled in the letter of intent, and the structure matters too: asset sale or equity sale.

NDAs

Check whether it's mutual, how long it lasts, what counts as confidential, and whether it slips in a non-solicit.

What to do

Ask for the document in Word so changes can be tracked. Pick the three or four changes that matter most and ask for those, with a one-line reason each. Document review and revision covers the markup and the reasons.

This is general information, not legal advice for your situation. If you want an answer for your business, book a consultation.