Why Letting the Client “Send Their Paper” Can Cost YouThe Most Dangerous Clauses We See in Client-Supplied Contracts
You’re about to close a deal, and the client sends over their contract. Maybe it’s a master services agreement, maybe just terms embedded in a quote. It seems faster to just sign it and move on.
But those client-supplied contracts often include dangerous clauses that shift risk directly onto you. Here’s what we see most often, and how to protect your business before you sign.
Top 5 Red Flag Clauses
- Unlimited Indemnity: You agree to cover any loss the client suffers, no cap, no limits. One incident could sink your business.
- Strict SLAs Without Carveouts: You’re liable for every second of downtime, even if the failure was caused by the client, a vendor, or their internet provider.
- Vendor Liability Assumptions: If you rely on third-party tools (like cloud hosting, backup platforms, or AI models), some contracts make you responsible for their failure.
- Retroactive Data Terms: Some contracts apply data obligations going back months, even if you weren’t handling sensitive information at the time.
- Unilateral Termination: The client can cancel anytime, but you’re still on the hook for remaining deliverables or costs.
Why This Happens
Client-supplied contracts are often designed for much larger vendors. If you’re a small or midsize provider, they force you to accept terms you’d never agree to if you had a say.
How Monjur Helps
- Use your own MSA and Service Attachments to stay in control.
- Attorney-drafted language that allocates risk fairly
- AI Legal Assistants that flag dangerous redlines and propose safer alternatives
- Smart Hyperlinks that connect every quote to your terms, not theirs
Bottom Line
You don’t need to argue about every clause, but you do need a system that protects your business when the pressure’s on.