Why you should redline your partner agreements
When a partner, client or platform sends you their agreement, it usually arrives with a friendly note calling it standard, or just "our paper." Both are true. Neither means what people assume.
Standard means standard for them. Their lawyer wrote it, and their lawyer was paid to protect them, not you. That is not sharp practice. It is just whose lawyer wrote it.
Which is why marking it up is not an act of aggression. In the deals we worked on before building this, every serious counterparty expected a redline back. Signing a first draft untouched is the unusual move, and the people who do it are almost always the ones without a lawyer. Here is what we look at first.
Automatic renewal, and the window you have to miss
Plenty of agreements roll over on their own unless you cancel inside a notice window, and that window often closes thirty, sixty or ninety days before the term ends. Miss it by a week and you have bought another full year of something you had decided to stop.
Ask for the renewal to be optional rather than automatic, or at minimum for the notice window to be short and for them to have to remind you before it closes.
Liability with no ceiling, and indemnities that go one way
The two questions worth asking of any liability section: is there a cap, and does it apply to both of us. It is common to see the other side's exposure limited to the fees they were paid while yours is left open, or an indemnity where you cover their legal costs for a long list of things and they cover none of yours.
A proportionate cap and a mutual indemnity are normal asks. If the other side will not cap your exposure at all, that tells you something useful about the deal before you sign it.
IP that moves on signature instead of on payment
If you are the one making the work, look closely at when ownership transfers. When the assignment happens on signature, you can deliver everything, watch the invoice go unpaid, and have already handed over the only leverage you had. Tying the transfer to payment in full is a small edit and it changes the whole negotiation if things go wrong.
If you are the one commissioning the work, the mirror image applies: make sure there is an actual written assignment, because without one the creator generally keeps the copyright no matter what you paid. More on that in the missteps guide.
Termination that only they can use
Watch for termination for convenience that runs one way. If they can exit on thirty days notice and you are locked in for the full term, you are carrying all of the commitment and none of the flexibility. Ask for it to be mutual, and ask what happens to work in progress and to anything you have already been invoiced for.
Payment terms, exclusivity, and the quiet ones
Net ninety is a financing arrangement dressed as an administrative detail. Exclusivity clauses can quietly stop you working with an entire category of client. Unilateral amendment rights let them change the terms later by posting an update. None of these are unusual, and all of them are negotiable.
If you only get three asks
Sometimes you do not have the leverage for a full negotiation. When that is the case, spend your asks here: a cap on your liability, IP that transfers on payment rather than signature, and a way out that works for both sides. Those three carry most of the risk.
If you would like a second read before you reply, send us the contract and we will tell you what each clause actually means, what is market, and what to push back on.