Being asked to sign somebody else’s contract

It arrives late and it is treated as a formality

The pattern is familiar. The work is agreed, everybody is enthusiastic, a start date has been discussed, and then a document appears requiring signature before anything can proceed. The implicit message is that this is administration rather than negotiation, and the social pressure to sign quickly is considerable.

That pressure is precisely why the document deserves an hour. Nothing in it will ever matter while things go well. All of it matters if they do not, and the moment of signature is the last point at which any of it can be changed.

It was written for a different supplier

Standard terms are usually drafted once, by or for the client, with a larger and better-resourced supplier in mind. They are not generally an attempt to trap a small business; they are simply a document that has never been examined from your side of the table.

That explains the common absurdities: liability provisions out of all proportion to the value of the work, notice periods that assume a company with staff, insurance requirements set for a different kind of risk. Pointing out that a clause does not fit the size of the engagement is a normal thing to do, and it is frequently accepted without argument.

The clauses worth finding first

Five are worth locating before anything else. Payment: when, on what trigger, and what has to be submitted. Liability: what you would be responsible for and whether there is any cap. Ownership of what you produce. Termination: how either side ends it, with what notice, and what happens to work already done. And variation: whether the client can change the requirements without changing the price.

Anything that would be catastrophic for a business your size deserves particular attention, especially uncapped obligations, provisions requiring you to cover the client’s losses, and any clause restricting who else you may work for. Restrictions of that last kind can outlive the engagement, and a small supplier who agrees to one without noticing may find a whole category of future work closed off.

Asking for changes is ordinary

Small suppliers frequently assume that standard terms cannot be altered, and that’s true of some organisations and untrue of many. Requests that are specific, few and reasoned are usually considered. A general objection to the document is not.

It helps to explain the reason rather than simply asking for a deletion: this cap is a multiple of the contract value, this notice period is longer than the project, this restriction would prevent me working for anybody in the same sector. Framed that way, it is a proportionality argument rather than a challenge, and clients generally have more room to move than their first response suggests.

Know when to pay somebody to read it

For a modest engagement with familiar terms, careful reading and a couple of questions are proportionate. For anything large relative to your business, anything with unusual obligations, or anything you genuinely do not understand, a short review by a suitably qualified adviser is money well spent.

The test is not the length of the document but the size of what could go wrong. Signing something you cannot follow because the alternative feels awkward is how very small businesses take on obligations they could not survive, and no article can tell you what a particular clause means where you are.

Keep it, and know what it says

Save a copy of the signed version, with the date, somewhere you will find it in three years. A surprising number of disputes involve a supplier who cannot produce the agreement they are being held to, which is a poor position from which to argue about anything.

It is also worth noting the two or three obligations that actually affect how you work — a notice period, a reporting requirement, a restriction on subcontracting — somewhere more accessible than the document itself. Terms breached accidentally are usually terms nobody remembered agreeing to.

One further habit is worth forming, which is checking whether the document you signed is the one being discussed. Long engagements accumulate variations, renewals and amendments sent by email, and a client referring to the agreement may mean something different from what you have filed. Keeping the changes with the original, in the order they happened, takes a moment and settles an argument that otherwise runs on two people’s recollections.