Nothing is Written in Stone. You Can -- and Should -- Negotiate Legal Terms with Vendors

What man can create, man can change. Vendors aren't G-d and you aren't Moses!

When it comes to contracts there's nothing written in stone. This is a phrase I use often when working with vendors and business stakeholders when negotiating contracts. With very few exceptions such as stock exchanges, you can change legal terms and conditions in a contract to your liking. Yes, you will need to negotiate hard to get some changes, like a cap on damages, while others probably just require asking - like a mutual indemnity clause.

Many vendors will present T&Cs as though they are, in fact, written in stone and descended from Mt. Sinai. Don't believe it. Everything is on the table.

Think about it: if vendors are willing to negotiate commercial terms, why wouldn't the same apply to legal terms?

Ideally, your firm has contract policies set by the Vendor Management Office (VMO) that govern what the firm will contract to. You can point to these policies to make negotiation easier. You'll also find contracts with some smaller vendors that are out of compliance with GDPR or other regulations. Of course, the bigger your firm is, the more purchasing power you have and the more likely you'll be able to tell the vendor your legal requirements are "take it or leave it". But with some persuasion you should be able to get some movement on legal terms that seem onerous, overzealous or carry undue financial or reputational risk for you as a buyer.

Below is a list of common legal terms that you and your legal counsel should pay careful attention to before signing any contract.

• Assignment
• Breach 
• Cap on Damages 
• Confidentiality
• Dispute Resolution
• Indemnification
• Jurisdiction
• Privacy
• Use of Data
• Waiver

Make sure to ask the vendor to send the contract to you in Microsoft Word so you can "redline" the paperwork and submit your modifications in a traceable format. Your staff attorney or outside counsel will be well-versed in such a process.

The above information is not intended to be legal advice. Consult a competent attorney before signing any contract on behalf of your firm.

- Kevan Huston