Always push back on terms in contracts that you don't like. I deal with a lot of Master Services Agreement and Statement of Work markups. 75% of the time people

Always push back on terms in contracts that you don't like. I deal with a lot of Master Services Agreement and Statement of Work markups. 75% of the time people just put out changes without really being very tied to them. If they want to do the deal, hire you, etc., they will make changes. Here are some tips that have worked for me. I am not a lawyer but I've spent a decade plus reading all kinds of contracts. It's kind of a hobby. 1. Read the entire contract carefully. 2. Consult a lawyer if there are things you don't understand. My biggest single disaster was because of failing to do this on a partnership agreement. It almost tanked a company acquisition deal. I always go back to counsel whenever something new pops up. You can think of it as paying lawyers to teach you how to take care of yourself. 3. If you see something you don't like, you can ask a question like the following: "I see you put X in the contract. What's the problem you are trying to solve here?" It sets up a conversation about how to rewrite it in terms that are more acceptable. 4. Provide alternative language whenever you can. This is better than forcing the other side to go back to their lawyers who may be motivated to cover their butts / show they are putting in the time rather than finding a real solution. There are things that counterparties see as vital so at some point you'll hit things where they simply won't budge. At that point you can make an informed decision whether you want the overall deal. Meanwhile you get the other stuff that's important to you. Places I tend to be really careful: matters related to IP, liability, and indemnification. These are all areas that can get really painful if things go south. There are a number of tricks to do end runs around liability in contracts. Check with counsel if you have any doubt and push back hard. Places where I'm more flexible: terms for payment, length of termination period, governing law, venue for resolution of disputes (e.g., arbitration vs. courts), etc. Again I'm not a lawyer and your experience may be different.