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

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?

Red flags to watch for:

1. Unlimited liability - If they struck your liability cap, push back hard. You should never have unlimited exposure for a fixed-fee project.

2. Unlimited indemnification - Especially "indemnify for any claims arising from your services." This is a blank check.

3. IP ownership creep - Watch for language that gives them ownership of your pre-existing IP or methodologies.

4. Unilateral termination - If they can terminate for convenience without paying for work done, that's a problem.

47 redlines on a $120K deal is actually pretty normal for mid-market. Don't freak out. Go through each one and categorize: (A) fine, accept (B) minor, can negotiate (C) deal breaker. Most will be A or B.

Some specific ones I'm worried about:

- They want to change liability cap from "fees paid in last 12 months" to "fees paid in last 3 months"
- Added clause: "Vendor shall defend and indemnify Client against all third-party IP claims"
- Removed my carve-out for pre-existing IP

Those are all negotiable:

Liability cap: Counter with 6 months as a compromise. 3 months is too aggressive — if something goes wrong in month 11, your exposure is minimal.

IP indemnification: This is reasonable IF it's limited to claims that your deliverables infringe third-party IP. Add a cap and require them to notify you promptly of any claims.

Pre-existing IP: Non-negotiable. You MUST retain ownership of your tools, frameworks, and methodologies. Offer them a perpetual license to use pre-existing IP embedded in deliverables.

Pro tip: don't just accept/reject. For each item you reject, propose alternative language. "We can't accept unlimited indemnification, but we can accept indemnification capped at the contract value." Makes you look reasonable and speeds up negotiation.

UPDATE: Went back with counter-proposals on 8 items, accepted 35 as-is, rejected 4 outright. They accepted 6 of my counters, we compromised on 2. Got the pre-existing IP carve-out back. Signing tomorrow. Thanks everyone!