When the client sends their own contract

A bigger client emails you their standard agreement and asks you to sign. What to actually read, and how to ask for a change without sounding difficult.

The first time a real company sends you their own contract, the instinct is to sign it fast.

It feels like the last gate between you and the work. Reading it closely feels like you are being difficult before you have even started. And it is long, and it is written in a register specifically designed to make you feel unqualified to have an opinion about it.

So people sign. Usually it is fine. Occasionally it is expensive.

Here is the thing that makes this easier to think about. Their contract is not aimed at you. It was written by their lawyer, years ago, for the company’s benefit in general, and nobody in that building has read it recently either. The person emailing it to you is not trying to trap you. They are forwarding the standard file because that is their process. Which means asking for a change is a normal administrative thing, not an accusation.

You are not going to read all of it. Nobody does. What you want is to know which handful of things matter to somebody working on their own, and go look at just those.

When you get paid, and how long they have. Find the payment terms. A lot of larger companies default to net 60 or net 90, meaning they pay two or three months after you invoice. If you are a solo operator, that is the clause most likely to actually hurt you, because it is a cash flow problem regardless of how good the fee is. It is also one of the most commonly negotiated, and asking is completely routine.

What happens when the work changes. Look for whether there is any mechanism for changing the scope. If the agreement describes what you will deliver but says nothing about what happens when they want something different halfway through, you have signed up for an open-ended amount of work at a fixed price. You want a line that says changes to scope get agreed in writing and priced separately. That single sentence prevents more arguments than anything else in the document.

Who owns the work, and when it transfers. Most client contracts say the client owns the finished work, and that is normal and usually fine. The detail worth checking is the timing. You want ownership to transfer on full payment, not on delivery or on creation. It is a small difference in wording and a large difference in what happens if they take the work and then go quiet on the final invoice.

What happens if it ends early. Look for termination. Can they cancel at any time for any reason, and if they do, do you get paid for what you have already done? A fair version says either side can end it with some notice, and you are paid for work completed up to that point. A rough version lets them walk away on no notice with nothing owed for a project you have been half living inside for six weeks.

The one that catches people, and the reason to actually read. Look for indemnity and liability. In plain terms, indemnity is you agreeing to cover their costs if something goes wrong and somebody comes after them. Liability is the ceiling on what you could end up owing. What you want to see is a cap, usually somewhere around the value of the contract. What you do not want is unlimited liability on a four thousand dollar project, because the size of the job and the size of the risk have then stopped having anything to do with each other. This is the clause most worth spending your one careful read on.

Anything about who else you can work for. Check for exclusivity or non-compete language. Occasionally a standard contract quietly says you will not work with anyone in their industry for some period, which for a specialist is close to saying you will not work. Usually it is boilerplate nobody thought about, and usually it comes out if you ask.

Now the part people actually get stuck on, which is how to ask.

Not with a marked up document and a list of demands. Just a short, friendly email that treats it as the routine thing it is.

Thanks for sending this over. Mostly all good. Three small things I would want to adjust before signing: I work on net 30 rather than net 60, I would want scope changes to be agreed in writing and quoted separately, and I would want liability capped at the project fee. All fairly standard and I am happy to talk through any of them. Once those are sorted I am ready to go.

That is the whole move. It is short, it is not aggrieved, it names a specific number of specific things, and it ends by making clear you want to do the work. Almost nobody reacts badly to that email. The ones who do have told you something useful for free.

Two things to hold onto. “It is our standard contract” is not a refusal, it is a description. Standard contracts get amended constantly, and the person saying it often just does not know whether they are allowed to change it. Ask who does. And if they genuinely cannot change a clause, that is real information rather than a dead end, because now you know the risk you are actually taking and can decide whether the fee covers it.

The other thing. If you cannot get a clause you are uneasy about removed, and it is the liability one, that is the moment to spend a couple of hundred dollars having an actual lawyer look at it. Not every contract. The first one from a big client, once. What you learn from that one review carries forward to every contract after it, which makes it about the highest return few hundred dollars in a solo business.

So the small next step. If there is an agreement sitting in your inbox right now, do not read the whole thing. Open it and search for four words: payment, termination, liability, and scope. Read only what surrounds those. That is fifteen minutes and it catches nearly everything that would actually cost you.

What is in the one you are looking at? And is there a clause you signed once and have quietly regretted since?

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General education, not legal advice. Anything that matters is worth showing to a lawyer where you live.