Most Business Owners Negotiate the Wrong Part of the Contract

It’s the parts most people never read, or they skim it and think, what does this even mean?

Indemnification.
Limitation of liability.

Most business owners spend hours negotiating price, payment terms, and delivery dates.

Meanwhile, they unknowingly agree to provisions that can expose their company to hundreds of thousands, or even millions, of dollars in liability if something goes wrong.

That’s backwards.

And when it comes to contract drafting:

There is no “right” indemnification clause.
There is no “standard” limitation of liability provision.

The right structure depends on the deal, the industry, the bargaining power of the parties, the insurance in place, and what is actually “market.”

That’s where experience matters.

Over my career, I’ve negotiated commercial agreements across manufacturing, SaaS, petroleum, professional services, healthcare, mergers and acquisitions, and more.

Good contract negotiation is not about asking for everything.

It’s about understanding the business.

Where the real risk is.
Where to push.
Where to compromise.
And how to protect the business without making the deal fall apart.

The best transactional lawyers are not the ones who send back contracts covered in redlines and kill the deal over theoretical risk.

They’re the ones who understand the business objectives, allocate risk in a smart way, protect the client, preserve the relationship, and still get the deal done.

I didn’t build my practice to over-lawyer contracts. I come from a family of small business owners, and I own businesses myself.

I built it to help businesses negotiate smarter, protect what they’ve built, and move deals forward with confidence.

That is also why I work on flat fees for contract review and negotiation. You know the cost before the work starts, not after. Predictable fees let you make decisions without wondering what every revision or phone call is costing you.

If your business is negotiating customer agreements, supplier contracts, SaaS agreements, manufacturing agreements, or other commercial contracts, don’t just sign the contract.

Understand the risk.

Because every contract allocates risk.

Make sure yours does it intentionally.