Clients reviewing or negotiating business contracts often share the same concerns with legal terms. Understanding these concerns early can help avoid disputes and ensure the agreement is fair and balanced.
This article outlines the top concerns clients have about business contracts, based on real project data from the ContractsCounsel platform, when connecting with experienced business lawyers for review and negotiation.
This analysis is based on anonymized data from thousands of business contract review projects posted on ContractsCounsel.
| Concern | Why It Matters | How Lawyers Help |
| Payment Terms | Clients want clear terms for timing, invoicing, and late payments. | Lawyers review payment terms for clarity and fairness. |
| Liability & Indemnification | Clients want to limit responsibility for issues they can't control. | Lawyers cap liability damages and balance indemnity terms. |
| Termination Rights | Clients want clarity on how to end contracts. | Lawyers ensure fair notice, payment, and exit terms. |
| Confidentiality, Non-compete & IP | Clients worry about IP ownership and restrictive clauses. | Lawyers confirm IP rights and limit overly-broad restrictions. |
| Fairness of Obligations | Clients fear one-sided terms or extra burdens. | Lawyers identify imbalances and negotiate fair revisions. |
| Compliance & Jurisdiction | Clients want legal compliance and proper dispute venue. | Lawyers confirm applicable laws and favorable jurisdiction. |
| Scope of Work & Deliverables | Clients need clear expectations on work and timelines. | Lawyers align scope, milestones, and deadlines with discussions. |
| Dispute Resolution | Clients want fair, efficient ways to handle conflicts. | Lawyers review arbitration or mediation terms for fairness. |
Payment Terms and Ensuring Timely, Full Payment
Concern 1: The most common concern clients have is whether the contract ensures solid payment terms – both in the amount and timing. They express the need to know when and how they will be paid, how invoicing is handled, and what happens if payment is late.
How lawyers help: Business lawyers will review the payment terms, including the payment schedules, late fee provisions, and any remedies available for nonpayment. They will also make sure the terms are fair and enforceable.
Liability Clauses and Indemnification Terms
Concern 2: Another major concern is limiting a client’s liability and understanding indemnification terms. Simply said, clients want to make sure they aren’t unfairly on the hook for anything in case something goes wrong. This stems from them not wanting to be unfairly responsible for any losses or risks that may be outside of their control.
How lawyers help: Attorneys will review the scope of the liability and negotiate a limit on damages. They may also adjust the indemnification terms, so the risks are more fairly split between the parties.
Termination Rights and Conditions
Concern 3: Clients often want clarity on how and when the agreement can be terminated. This makes sense since clients may want to have a way out of a bad business relationship. Specifically, they want to know whether termination requires notice, what happens if payments are owed, and if there are any early termination penalties.
How lawyers help: A lawyer will review the termination clause, making sure it is balanced and fair. They will see if any termination notices are required and negotiate fair treatment of payment or other obligations if the contract ends early.
Confidentiality, Non-compete, and Intellectual Property Rights
Concern 4: Clients also show concern about how confidential information is protected and who owns the IP created under the contract. They also want to know if there are any non-compete restrictions, and if so, if they are reasonable.
How lawyers help: Attorneys review confidentiality terms, confirm IP ownership aligns with discussions, and ensure non-competes are enforceable and not overly restrictive.
Fairness of Obligations Between Parties
Concern 5: Clients show concerns that the obligations of the parties aren’t fair or balanced and want lawyers to provide feedback. They often think agreements seem one-sided, requiring them to do more or take on more risk than the other party.
How lawyers help: A business lawyer will identify any imbalances in fairness, point out any overly burdensome clauses, and negotiates revisions so both parties feel the contract is fair.
Compliance with Laws and Jurisdictional Issues
Concern 6: Clients often show concerns about whether the contract complies with the relevant laws of their industry or state, and also about what jurisdiction disputes will be handled in. Choosing the wrong jurisdiction can create major challenges.
How lawyers help: Lawyers check for compliance with applicable laws and confirm jurisdiction or governing law provisions are favorable and enforceable.
Clarity of Scope of Work and Deliverables
Concern 7: Clients often show concern about the scope of work section, deliverable requirements, and timelines. These terms can often cause disputes between parties, and clients want to make sure the language around these terms is perfectly clear.
How lawyers help: Lawyers will ensure the scope of work, milestones, deadlines, and deliverables sections align with the discussions between the parties and are written clearly.
Enforceability of Dispute Resolution Mechanisms
Concern 8: Clients show concerns around dispute resolution and how it will be carried out. Some clients require arbitration or mediation to resolve disputes, given they are typically less burdensome than litigation. Overall, clients worry whether or not these procedures are fair, cost-effective, and enforceable.
How lawyers help: A business lawyer will review the proposed dispute resolution terms and make sure they are fair and enforceable. If not, they will suggest language to make the terms fairer for their client.
Key Takeaways
- The biggest client concerns are related to payment terms, liability, and termination rights.
- Confidentiality, IP, and non-compete clauses may have long-term consequences.
- Make sure you have a clear scope of work and balanced obligations to avoid disputes in the future.
- A lawyer ensures compliance, fairness, and enforceability before signing.
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