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B2B SaaS Contract Redlining

Is it normal when selling B2B software to have your customers ask for changes to the legal terms of the contract? I would guess most B2B sales are done by checking a box, but maybe redlining is more common? It seems untenable to have different agreements with different customers.

Anyone have strategies for reducing redlining? Maybe by having an “I agree” checkbox instead of sending a document to e-sign?

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    My experience is in Brazil and tailor made software, in this case... yes, quite normal and a very tedious process. The legal teams of big corporates will always find something to criticize in the contract.

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    What kinds of things are being red-lined currently? We do a checkbox for smaller clients, a SaaS agreement with signatures for the larger ones.

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      @cartonizationshill that's good to know! It's usually small things around what to call their users, clarifications on requirements on their end, occasionally legal indemnity clause.

      What kind of contract size in terms of dollars/year is smaller vs larger for you? I'm wondering at what contract size should I allow red-lining vs not.

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        I don't really base it on dollars. IANAL so take this with a grain of salt, but if a client has their own internal legal department and/or established RFP/vendor policy framework, we allow some back and forth. For example, if they don't agree that we can use their name/brand to promote our solution, it's probably based on their company policy and nixing that provision is reasonable. Or maybe they have a more involved IP or non-disclosure provision they want inserted. That's fine.

        However, if a company of any size starts unreasonably futzing with my liability protections, or seem to be jockeying for the upper hand, I treat it as a red flag and politely say no. An equitable agreement is kind of the canary in the coalmine for how it will be to do business with them.

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          That's a good way to think about it @cartonizationshill. So it sounds like you're willing to make some small changes per contract, but if the changes are significant changes that could impact your business, you decline working with them. Good to know that redlining is quite common!

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