A client recently sent its usual services agreement to a new customer. The customer sent it back with a short message: “the agreement was too one-sided, and they would not put it in front of their lawyers until it was more balanced.”
The form was written to protect my client, so of course it looked one-sided to the customer. That’s its job. The problem with a request like this is that it doesn’t say what the customer actually objects to. It asks you to negotiate against yourself.
Here is how I approach it.
Ask for specifics. Before you rewrite anything, ask the customer to mark up the agreement or tell you which provisions are the problem. Their real concerns may come down to two or three terms. If you rebalance the whole document on your own, you may give up protections they never cared about.
Know what you won’t give up, and why. Every business has a short list of terms that matter most. For a service provider, that usually means getting paid, a cap on liability, a waiver of lost profits and other indirect damages, and limits on what you owe if customer data is compromised. If you know why each one is on the list, it’s easier to explain your position and to recognize a compromise that still works.
Give where it costs you little. Some changes make an agreement more balanced without changing your risk much. Making the damages waiver mutual and applying a deadline for bringing claims to both sides often fall into this category. So can dropping exclusivity or a long initial term with an early termination fee, if those terms matter less to you than getting the agreement signed. A cap tied to the fees paid under the agreement, with a separate cap for data claims that lines up with your insurance, is easier to defend than an arbitrary number. It also makes you check whether your insurance actually covers what you’re promising.
Compare any rewrite to the original. Whether you rewrite the form yourself, hand it to someone on your team, or run it through an AI tool, read the new version against the old one, provision by provision. Protections drop out quietly. In a draft I reviewed recently, the cap no longer covered the indemnity for intellectual property claims, and products resold from other manufacturers weren’t clearly carved out. Both were easy to miss.
A protective form is the right place to start. When a customer pushes back, find out what actually bothers them, give where it costs you little, and make sure the version you sign still protects what it was written to protect.