Got hit with a massive corp's T&Cs. Should I push back or just accept it?
Seeking advice from the agency crowd. Just got approached by a Fortune 500 conglomerate (massive DTC portfolio) for what could be a solid engagement. Revenue would be meaningful for us.
BUT their contract is brutal. A few red flags:
- 90-day payment terms (standard, but combined with everything else...)
- Unlimited liability indemnification — I cover their losses, they cap theirs
- IP ownership — Anything I create is theirs forever, I can't reuse methodologies
- One-way audit rights — They can audit anytime, I pay for it
It reads like it was written to shift all risk to suppliers. I get it, they're big, they're cautious. But this feels excessive.
My question: Has anyone else dealt with this? Did you:
- Push back and renegotiate? (Did they actually budge?)
- Just sign it and build the risk into pricing?
- Walk away?
I'm a 13 person shop, bootstrapped. This deal would be great for growth but I don't want to sign something that tanks us if anything goes wrong.
Part of me wants to push back on liability caps. But I'm also paranoid they'll just say "take it or leave it" and I lose the deal entirely.
What's your playbook here?