Your client redlined your contract: what to push back on

Push back on changes that cost you money, add risk or widen the work; accept or reword the rest. Sort each redline into one of four types: money, risk, scope or wording. Then send one short reply that accepts the small edits and offers an alternative for each change you can't take.

What did your client actually change?

Most redlines fall into one of four types. Use the type to sort them, then judge each change by what it does to you.

Type	What it touches	How to spot it
Money	When and how much you get paid	Payment days, deposits, fees, expenses, late charges, payment tied to "acceptance"
Risk	What you owe if something goes wrong	Liability caps, indemnities, warranties, ownership of the work, termination
Scope	How much work the fee buys	Deliverables, revision rounds, deadlines, "and related tasks"
Wording	How the same deal is said	Grammar, defined terms, formatting, their house style

Some changes are two types at once. Moving payment to "on final acceptance" is a money change, but it also lets the client decide when you get paid.

If the client sent a clean copy with no tracked changes, find the changes first. This guide assumes you can already see them.

Which changes cost you money or risk?

Five kinds of redline deserve a firm reply, because each one moves money or risk onto you.

• Slower payment. Net-30 becomes Net-60, or payment waits for "final acceptance." Net-60 means waiting 30 days longer, and tying payment to acceptance lets the client decide when the clock starts.
• Ownership before payment. "Client owns all work product upon creation." Once they own the work, you lose your main leverage if an invoice goes unpaid.
• Unlimited revisions. "Revisions until Client is satisfied." Your fixed fee now buys open-ended work.
• No cap on your liability. The cap is deleted or replaced with "unlimited." A $9,500 job, say, could carry a claim many times its size.
• Termination at any time, with no pay for work done. This wording puts payment for the weeks you've already put in at risk.

Common Paper's notes on its standard contract say withholding assignment and delivery is often a provider's only leverage. They also warn that with the cap deleted, either party "could be responsible for an unlimited amount of monetary damages."

Should you accept, counter or push back?

Common redlines on a services contract, and what to do with each. Day counts and percentages are examples.

Their change	Type	What to do
Net-30 becomes Net-60	Money	Counter: 30 days, or 60 days with 30% paid on signing
Payment only "on final acceptance"	Money	Counter: work counts as accepted unless, within 10 business days of delivery, they say in writing what doesn't meet the agreed spec
Late charge deleted	Money	Counter: keep a charge, such as 1.5% a month where the law allows, or accept if they have always paid on time
"Client owns all work upon creation"	Risk	Push back: ownership passes when the fees for that work are paid
Liability cap deleted	Risk	Push back: cap at the fees paid or payable in the 12 months before the claim
New indemnity for anything "arising from" your work	Risk	Counter: limit it to claims by third parties caused by your breach or negligence
Client can end the contract any time, no payment	Risk	Counter: written notice, plus payment for work done to date
"Revisions until satisfied"	Scope	Push back: two rounds included, more at your hourly rate
New deliverable "at no extra cost"	Scope	Counter: price it, or move it into a change order
Earlier deadline	Scope	Accept if you can meet it; otherwise tie it to their feedback dates
"Reasonable" becomes "sole discretion"	Wording, but really risk	Push back: keep "reasonable"

How hard you push also depends on your position. If they need you more, push back on most of the money and risk changes. If you need them more, still hold firm where a change costs you money or adds real risk, and give way on the rest.

Your position	Their changes	What to do
They need you more: rare skills, a tight deadline	Net-60 and no late charge	Push back on both, and ask for 30% on signing
You need them more: a large client, your first project with them	Net-60 and no liability cap	Hold firm on both; accept their wording and an earlier deadline you can meet

What's normal in a neutral contract?

Two published standard contracts give you a neutral yardstick: the Common Paper Professional Services Agreement (version 1.1) and the Bonterms Professional Services Agreement (version 1.2). Neither was drafted by your client, so pointing to them is fair.

Term	Common Paper PSA 1.1	Bonterms PSA 1.2
Payment	Set per deal; the example given is 30 days from receipt of invoice	Due within 30 days after the invoice date, unless the statement of work says otherwise
Late payment	No late fee, by design	1.5% per month or the legal maximum, whichever is less
General liability cap	One option: a multiple, such as 1x or 2x, of fees paid or payable in the 12 months before the claim (a fixed dollar amount is another)	Amounts paid or payable in the 12 months before the first incident
Who owns the work	You choose: on creation, or on payment of the fees; the notes call "on payment" a more provider-favorable position	You choose licensed or assigned; assignment is not tied to payment
Acceptance (if used)	Approved if not rejected within the rejection period the parties set	15-day test period; accepted if no review notice arrives
Extra work	A change order binds only once both sides agree in writing	Change orders bind only once both parties sign
Ending early	Fees accrued before termination are invoiced and paid, unless the client ended it because you breached and didn't cure, went out of business or became insolvent	Unless the statement of work says otherwise, client may end it on 30 days' notice, effective only once fees and expenses to date are paid

Both standards leave some claims outside the general cap: Common Paper lets the parties pick them, such as indemnity or confidentiality breaches, and Bonterms lists them, including indemnity and confidentiality. Check which claims escape the cap before you count on it.

Use these as reference points, not rules. "30 days is the default in a published standard" is a calmer argument than "I don't like 60."

What do you send back?

A good reply accepts the small changes in one line, then names the few you can't take, each with an alternative. Keep it to one email and one tracked file.

How do you counter slower payment?

Offer a shorter term, or trade the longer term for money up front, such as 30% on signing.

How do you keep ownership until you're paid?

Keep the ownership transfer, move its timing, and keep your existing tools and licensed materials out of it.

How do you limit revisions?

Name the number of rounds, and say how extra work gets priced.

Which changes can you just accept?

Changes that don't move money, risk or scope can usually go through. Accepting them quickly shows good faith on the points you push back on.

• Grammar fixes, and swaps such as "shall" for "will"
• Their defined terms or section numbers, as long as every cross-reference still works
• Their legal name, address, signer and notice details

A quick test helps here. If you would do the same work, on the same schedule, for the same pay, with the same rights and the same exposure if something goes wrong, accept it. Watch for wording edits that quietly change meaning, such as "may" becoming "must." Treat those as risk changes.

When should you get a lawyer?

A lawyer is worth the cost when the possible loss is bigger than the fee, or when you can't tell what a change does.

• They want an indemnity, or no liability cap, on work where a claim could exceed what you can afford.
• The contract adds a non-compete, exclusivity, or rights to tools and code you owned before the project.
• The client is in another country, or the contract uses the law of a state or country you don't know.
• The contract is large for you, for example several months of revenue.

What should you check before you hit send?

1. Every change in the file is accepted, rejected or countered. In Word, the No Markup view only hides changes for now; they come back when someone reopens the file.
2. Track Changes is on (Review tab, then Track Changes) before you make your own edits, so the client can see each one.
3. The email and the file say the same thing, with matching section numbers.
4. Payment, ownership and liability read the way you'd want them read if the project went badly.

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DealMate is an AI contract assistant that takes a deal from first draft to final: describe the deal in a sentence and get a draft built from your templates and clauses; when they send their template, review it from your side and see what's risky; when their redlines come back, compare the versions and see every change and the risk it carries.