Negotiating as the smaller party: what to ask for
Twelve clauses that cost a freelancer or small business money on a bigger client's paper, the usual ask for each, and how to ask without losing the deal.
About a dozen clauses decide what a bigger client's contract really costs you: payment, scope, ownership, liability and how the deal ends. Read it all, then ask to change the two or three that could cost you most, each as a trade with your exact wording. Accept the rest only once you understand what each one does.
Which clauses cost you money?
Twelve clauses move money or risk onto the supplier when they're written in the client's favor. Figures in the table are examples.
| Clause | What it costs you | The usual ask | Watch for |
|---|---|---|---|
| Payment terms (Net-60 and longer) | You fund the work for two months or more | Net-30 with a late fee, or Net-60 with a deposit | A clock that starts at "approval" instead of the invoice date |
| Deposit | You carry the whole cost until the first invoice is paid | A share on signing, such as 30%, credited to the final invoice | Silence on the deposit if they cancel |
| Late payment fee | No extra contractual charge for paying late | A monthly late charge, such as 1.5%, capped at the legal limit | A rate above the legal limit where you or they are based |
| Revisions | A fixed fee buys open-ended work | Two or three defined rounds, then an hourly rate | "Round" never defined, so every new comment restarts one |
| Scope changes | Extra work arrives "at no additional cost" | A signed change order with price and dates before extra work starts | "And related tasks," or a right to change the scope by notice |
| Acceptance ("deemed accepted") | Payment waits on a sign-off that may never come | Deemed accepted unless rejected in writing, with reasons, within a set period | Acceptance at their "sole discretion," with invoicing tied to it |
| Ownership of the work | Once they own it, an unpaid invoice is harder to collect | Ownership on payment; your existing tools licensed, not transferred | Drafts and work in progress counted as deliverables |
| Liability cap | One claim could exceed the whole fee | A total cap, such as 12 months' fees | A long list of claims that sit outside the cap |
| Indemnity | Their legal defense as well as damages, possibly outside the cap | Only third-party claims you caused | "Arising out of or relating to" your work, reaching claims you didn't cause |
| Termination for convenience | They can stop mid-project and leave work unpaid | Notice, plus pay for work done and approved expenses | Pay only for "accepted" deliverables, so work in progress is lost |
| Non-compete and non-solicit | You can't work for others in their industry, or approach their customers or staff | Drop the non-compete; accept staff limits only with a clear business reason | Assuming non-competes are banned nationwide: the FTC's 2024 rule is not in effect, so ask a lawyer how your state treats a broad one |
| Auto-renewal | Another year at this year's rate if you miss the notice window | A rate review at renewal, and a notice window you can use too | A 60- or 90-day notice deadline nobody tracks |
Two of these can help you when they're written your way. A deemed-acceptance clause can prevent acceptance remaining open indefinitely when the client does not reject within the agreed period. Auto-renewal can mean steady work if the price can move.
What do neutral standard contracts leave out?
Common Paper's Professional Services Agreement (PSA) version 1.1 and Bonterms' PSA version 1.2 are free, neutral standard contracts. Our guide to client redlines compares them clause by clause. Three more points help on a client's own paper.
- No non-compete, non-solicit or auto-renewal. Neither form's standard terms include one. Each agreement runs with its statements of work (SOWs), which set each project's scope, fees and dates: Bonterms' until every SOW term ends (§11.1), Common Paper's until 12 months after the last one ends (§5.1). If a client's contract adds one of these clauses, asking what it's for is fair.
- Undisputed amounts still get paid on time. In both forms, a client that disputes part of an invoice pays the rest when due (Common Paper §4.4, Bonterms §10.7). Ask for the same if their contract lets them hold back a whole invoice.
- A higher cap for named claims, instead of no cap. Common Paper lets the parties list "Increased Claims" that get their own, increased cap instead of the general one (§8.1). That's an offer for a client that refuses any cap.
Which two or three should you fight for?
Read the whole contract before you pick. Two questions then sort the clauses. Could it cost more than the whole fee? Could it stop you getting paid for work already done? A yes to either makes it a must-have. The rest can be traded, once you understand what each one does.
| What your deal looks like | Your likely must-haves |
|---|---|
| A short, fixed-fee project for a new client | Deposit, payment days, ownership on payment |
| Creative work with rounds of feedback | Revisions, scope changes, an acceptance deadline |
| Software, data, or work the client's own customers rely on | Liability cap, indemnity limited to claims you caused |
| A retainer or a long engagement | Pay for work done if they end early, a rate review at renewal |
| Niche work where your clients compete with each other | No non-compete, or a narrow one |
How do you ask without losing the deal?
Make each ask easy for the client's buyer to approve.
- Consolidate your initial requests, and raise new material issues when they arise.
- Start with what you accept. "We're happy with everything except three points" makes the three look small.
- Give a business reason. "Our insurance covers [$1 million]" or "our costs are due monthly" is easier for a buyer to approve than a legal argument.
- Offer a trade where you have one. Use the table below, and put the exact clause wording in your tracked changes, so a yes needs no redrafting.
- Know your fallback. Decide your second offer, and where you'd walk away, before you send.
| You ask for | You can offer in return |
|---|---|
| Ownership only after payment | A license to use delivered work for the project while invoices are paid on time |
| A liability cap | A separate, higher cap for named risks such as data, plus proof of insurance |
| Pay for work done if they end early | A handover of all work in progress once it's paid |
| A deposit | A firm start date and named people, reserved once it arrives |
| Limited revisions | Free fixes for anything that misses the spec, and quick turnarounds |
| No non-compete | A confidentiality promise that covers their customer lists and plans |
What can you send?
Here is a first reply to a client's own contract that asks for three changes, each with a trade. Brackets are placeholders.
“Subject: [Project name] agreement: three requests before we sign Hi [Name], Thanks for sending the agreement. We've read all of it and we're happy with almost everything. As a [three-person] studio, there are three points we need to adjust: 1. Liability (Section [X]): Could each side's total liability, for all claims together, be capped at the fees paid or payable in the 12 months before the claim? Fees you owe us would sit outside that cap. For data-protection and confidentiality claims, we can accept a separate total cap of [$X], in place of any unlimited liability for them in Section [Y]. 2. Ending early (Section [X]): We're fine with you ending the project on [30] days' notice. We'd ask to be paid for completed milestones, [the agreed percentage] of the milestone in progress and approved expenses, with the deposit credited against that total. We'll hand over all work in progress once it's paid. 3. Ownership (Section [X]): You'll own the deliverables listed in [the SOW] once each one is paid for. Our pre-existing tools and any third-party materials aren't transferred; you get a license to use them as part of those deliverables. Our suggested wording for each point is tracked in the attached file. Happy to discuss on a short call. Best, [Your name]”
If they reply that the contract is a standard form they don't change, ask for a short addendum instead:
“I understand the agreement is your standard form. Could we add a one-page addendum, signed with it, that covers just these [two] points and takes priority over the agreement on those points only? Everything else stays exactly as you've written it.”
When should you take their terms as written?
Accept a clause as written once you know what it does and the rest of the contract limits its cost.
| If | Then |
|---|---|
| The contract already limits your exposure, such as a total cap at 12 months' fees and no uncapped indemnity | Accept the smaller points you've read and understood |
| The clause matches a published standard form, such as Bonterms' 15-day test period | Use it as a reference point, and check that its conditions, such as rejection criteria and payment timing, fit your project |
| They refuse, and the clause could cost more than the fee | Price the risk into your fee, or decline the work |
| They refuse, and the clause could leave work unpaid | Ask for a deposit or monthly billing to shrink what's at risk, or decline the work |
What should you check before you send your asks?
- You've read the whole contract, picked two or three must-haves, and know what each remaining clause does.
- Each ask names the section, and the tracked file has the wording you want.
- You read the cap and the indemnity together, and you know which claims sit outside the cap.
- Ownership passes on payment in every clause that mentions it, including any "work made for hire" wording, and ending early still pays you for work done.
- Your edits are tracked in their file, and the email says the same thing as the file.
When should you get a lawyer?
A lawyer is worth the fee when a clause could cost more than the deal pays you, or you can't tell what it does.
- An uncapped indemnity, or no liability cap, on work where a claim could exceed what you could pay
- A non-compete or exclusivity clause that would block work you rely on
- Any promise not to hire or approach their staff: DOJ and FTC guidance says agreements between businesses not to recruit, solicit or hire workers may violate antitrust law, depending on the facts
- Ownership of tools, code or methods you reuse for other clients
- A client in another country, or a contract under a law you don't know
When does negotiating by hand stop working?
Picking two or three clauses by hand works when the contract is short and it's your only open deal. It slips when a long agreement links to other terms, or a clause depends on a cap or payment rule elsewhere. It also slips when several clients send their own paper in the same month. That's when it's worth having a tool read their contract from your side and suggest wording you can send back.
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.
Sources
- Professional Services Agreement, Version 1.2 — Bonterms
- Professional Services Agreement Standard Terms, Version 1.1 — Common Paper
- Professional Services Agreement: Cover Page and annotations (Standard Terms v1.1) — Common Paper
- Noncompete Rule — Federal Trade Commission
- Antitrust Guidelines for Business Activities Affecting Workers (revised January 2025) — U.S. Department of Justice and Federal Trade Commission
This is general information, not legal advice. For high-stakes or unusual terms, talk to a lawyer.
Got their version in front of you? DealMate reads it from your side and suggests wording you can send back.
Try it on your next contractFree trial · no card needed