Their Paper or Yours? What to Do When a Client Wants You to Sign Their Contract

You've won the work, agreed the fee, and then the client sends over a 40-page contract drafted by their legal team. Push back and you might lose the client; sign without reading and you might give away rights you can't afford to lose.

For a complete set of ready-to-use documents, see our creative agency legal pack.

Why This Happens

Larger clients have standard supplier agreements drafted to protect them, not you. That's not sinister – it's just procurement. But the contract will be tilted in their favour on IP, liability, payment and termination.

The Five Things to Check First

1. IP Ownership

Does the contract give them ownership of everything – including your internal tools and templates? Many corporate agreements sweep up far more than finished deliverables. You want the three-bucket IP structure that protects your business.

2. Liability

Is there a cap? Many contracts set liability at £1 million when you're being paid £5,000. A reasonable position is a cap linked to fees paid.

3. Payment Terms

Corporate contracts often impose 60- or 90-day terms. See our guide on protecting your cash flow with fair payment terms.

4. Termination

Can they terminate mid-project without paying for completed work?

5. Guarantees and KPIs

Watch for performance guarantees with financial penalties. For creative work, binding yourself to specific results is dangerous.

How to Push Back Without Losing the Work

Don't refuse outright. Say you're happy to work with their contract but want to flag a few points. Pick your battles, explain the "why," and propose alternatives. Know your walk-away points.

If negotiation fails and you're heading towards a dispute, see how to resolve a contract dispute without going to court.

How Our Templates Help

For what your own terms should cover as a baseline for negotiation, see our full guide. Our Consultancy Terms of Business gives you a benchmark so you know what "normal" looks like.

Related reading

• Contract Checklist For Freelancers
• Late Payment Guide For Creatives