So I have this really strange satiation. I was asked to review a service agreement, and some attachments, governing website design and hosting client is buying. Literally 25 pages of the most ambiguous, inconsistent, supplier friendly thing I have ever read. Supplier insists using its documents (starting from scratch would have been Faster). The total deal is only $5,000 (which is an insanely good deal) but the time to fix these documents is going to exceed that. How would you deal with this?

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Recognize that it’s only $5000, and tell your client “this is a dogshit document, but unless you have concerns that they won’t deliver, it’s not worth it for us to ask for a handful of bare minimum changes.”

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“ . . . ask for MORE THAN a handful . . .”

This is how commercial contracting works, especially in SaaS. Make changes to get to more even with respect to auto-renewal, indemnity, LoL, privacy, IP license and payment terms. If it's a services contract, build in time is of tge essence, feedback, changes/rejecting code.

Explain how skewed the document is. Explain what this might mean in a few worst case scenarios.

You shouldn't overlawyer a $5K contract.

Your aim is "good enough" and safe with the areas above.

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Explain to the client what using the supplier version may mean in terms of risk and cost - use specific examples that preferably link into whether the client is actually getting the deal they want to be getting and whether the 5k is actually the good value it appears to be.

The choices the client has realistically will depend on how powerful the supplier is in the market but these are likely to be the supplier’s standard terms and they won’t want to use your paper as the starting point without a compelling reason because it introduces a lot of risk into their own model to do so (and a 5k job is likely not a compelling reason). In my experience either someone sufficiently persuasive and senior on the client’s procurement team can make inroads with them commercially (and they’ll need your examples on cost and risk to do that) or you suck up the crap starting point and focus on making changes around the edges where the risk allocation is unacceptable to the client as drafted. This happens all the time with SaaS arrangements.

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