The first time a small operation lands a customer with a legal department, the work does not arrive as a purchase order. It arrives as a twelve page master services agreement, drafted years ago, sent by someone who has no authority to change it and no expectation that anyone reads it.
Most of it is ordinary. A handful of clauses shift real money and real risk onto you, and several of those are negotiable if you ask before you sign rather than after. Here is what to look for, roughly in the order it costs you.
1. Indemnification
The clause that says you will cover the customer's losses if something related to your work goes wrong. Written broadly, it can obligate you to pay their legal costs even where the claim turns out to be baseless, and even where the fault was partly theirs.
What to ask for is mutual and limited. Mutual means it runs both ways. Limited means it applies to claims arising from your negligence rather than to anything connected to the agreement. That single edit is the most valuable sentence you will ever negotiate, and it is granted far more often than small vendors expect.
2. Payment terms
Look for the number of days and for what starts the clock. Net 60 is common in large organizations and net 90 exists. Worse, the clock often starts on approval or acceptance rather than on invoice, and approval has no deadline attached to it.
Ask for a deadline on acceptance: work is deemed accepted if no objection is raised within a set number of business days. Without it, an invoice can sit unapproved indefinitely and never technically be late.
3. Termination for convenience
This lets the customer end the agreement at any time, for no reason, on short notice. It is standard and you will usually not get it removed.
What you can get is compensation for work performed and for materials already ordered. If you are buying inventory or scheduling crews against a contract, that sentence is the difference between a cancelled job and a loss. Ask for it plainly and in a single line.
4. The change order process
Large customers change scope constantly and their contracts usually say that changes must be authorized in writing by a named role. Then a site manager who does not hold that role asks you to do something extra, and you do it, because saying no is awkward.
You will not be paid for that. Read who is authorized, write the name down, and route every change through them. This clause causes more unpaid work in practice than any other on this list.
5. Insurance requirements
A schedule listing coverage types and limits you must carry, often including a requirement to name the customer as an additional insured, meaning their name goes on your policy as a protected party.
Send it to your agent before you sign, not after. Some of these schedules require coverage a small firm does not have, and the increase in premium is a real cost of the contract that belongs in your price. This is discoverable in a ten minute phone call and it is routinely discovered three weeks late.
6. Limitation of liability
The clause capping what either side can be made to pay. Their version frequently caps their exposure at a small amount while leaving yours uncapped.
Ask for a cap on your side too, ideally tied to the fees paid under the agreement. Ask also that consequential damages be excluded, which is the category covering their lost profits and business interruption. A modest job should not carry unlimited exposure to a customer's downstream losses.
7. Assignment and subcontracting
Two directions here. Whether they can assign the agreement to another entity, which matters if the company is sold and you find yourself working for someone you never chose. And whether you can subcontract, which many agreements prohibit outright.
If you use subcontractors at all, and most small operations do at the margins, a flat prohibition puts you in breach the first busy week. Ask for consent that cannot be unreasonably withheld.
8. Dispute resolution and venue
The last pages, which almost nobody reads, decide where any argument gets settled and under which state's law. A clause naming a court on the other side of the country is not a technicality. It effectively means you will never pursue a claim, because the cost of doing so exceeds anything you would recover.
Ask for your state, or for a neutral one, or for mediation first. Mediation clauses are cheap to agree to and genuinely reduce the number of disputes that turn into filings.
Read for a binding arbitration clause too. Arbitration is private dispute resolution outside the court system, and it has genuine advantages in speed. It also has costs the parties split, which lands harder on the smaller party, and there is usually no appeal. Neither outcome is automatically worse. What matters is knowing which system you have agreed to before you need it.
The clauses that are usually fine
Worth naming, so the list above does not read as a reason to fear every agreement. Confidentiality clauses are ordinary and you should expect one. Requirements to comply with the customer's site rules, safety policies, and background check procedures are reasonable and often required of them by their own insurers. Audit rights over invoices, in an agreement billed by time and materials, are normal.
Intellectual property clauses matter only if you are creating something original rather than performing a service, and most trades are not. Non-solicitation clauses, preventing you from hiring their staff, cost a small vendor nothing in practice.
The point of separating these out is that pushing back on everything marks you as difficult and gets all of your requests treated as one. Pushing back on three specific items marks you as someone who read it.
How to actually ask
Send one email listing three or four requested changes, numbered, each with a sentence explaining why. Not a redlined document from your own attorney, which reads as escalation and takes weeks to process.
Say that you want to sign and that these are the items your insurer or your accountant raised. That framing is true often enough and it moves the conversation from negotiation to administration. Procurement departments approve small, specific, reasoned edits routinely. What they cannot approve is a vague objection.
Above all, ask before signing. A term you accepted is a term you agreed to, and the leverage you have is entirely in the window before your signature is on the page. Once the work has started, every one of these becomes a favor rather than a condition.