How to Push Back on Unfair Contract Terms

Pushing back on contract terms can feel uncomfortable, but it's a normal part of business. Here's how to do it professionally and effectively.

Mindset Shift

It's Expected

Companies expect negotiation. "Standard" contracts are often starting points, not final offers. The person presenting the contract often doesn't have authority to negotiate—ask to speak with someone who does.

It's Professional

Reviewing and negotiating contracts shows you take business seriously. It protects both parties by creating clear expectations.

General Strategies

1. Focus on Your Concerns, Not Their Intent

Bad: "This clause is unfair and one-sided"

Good: "I have concerns about how this could affect me in scenario X"

2. Propose Solutions, Not Just Problems

Bad: "I can't sign this"

Good: "I'd be comfortable signing if we changed this to..."

3. Explain Your Business Reality

Help them understand why certain terms don't work for your situation. They may not realize the impact.

4. Ask Questions

"What specific concern is this clause addressing?" Understanding intent helps find alternatives.

Specific Responses

"This is our standard contract"

Response: "I understand. I've reviewed it and have a few specific concerns I'd like to discuss. Are you the right person to talk to about modifications?"

"We can't make changes"

Response: "I respect that. Can you help me understand who has authority to approve changes? Or if there are specific terms that are truly non-negotiable?"

"No one else has had issues with this"

Response: "That may be true. My situation might be different, or I'm simply more careful about contracts. Either way, I'd like to discuss these specific points."

"If you don't sign, we can't work together"

Response: "I hope we can find a path forward. I want to work with you, but I need terms that work for my business. Can we explore compromises?"

Know Your Walk-Away Point

• What terms are truly deal-breakers for you?
• What's the opportunity cost of walking away?
• Is this the only client/employer, or are there alternatives?

Sometimes walking away is the right answer. A bad contract can cost more than no contract.