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Client wants to heavily modify my MSA before signing: which changes are red flags?

Started by nightshift_7 ยท May 31, 2023 ยท 0 replies
For informational purposes only. Not legal advice.
NI
nightshift_7 OP

Got a $120K annual contract with a mid-size company. Sent them my standard MSA. Their legal team came back with 47 redlines. Some seem reasonable but others feel like they're trying to shift all risk to me. What should I push back on vs accept?

CW
clock_watcher_2 Attorney

@megan.h_14 - Its almost always a negotiating tactic. "Standard terms" just means "terms we prefer." The only truly non-negotiable items are usually regulatory requirements (like data protection clauses for certain industries).

When they say that, push back politely: "I understand these are your preferred terms. However, [specific clause] creates [specific risk] for us that we cant accept. Can we discuss alternatives?" If they wont budge on something thats a genuine dealbreaker (at least in my experience), then you have to decide if the contract value is worth the risk.