A Customer Wants You To Sign Their Contract Instead Of Yours - What Should You Check?

When you're taking on a new customer, it's pretty standard to have a contract in place covering the work you'll be doing, payment, and what both parties can expect. But what happens when the customer sends over their own agreement and asks you to sign that instead?

This isn't unusual, particularly when you're working with larger companies that have their own standard supplier agreements. However, their contract might include requirements you haven't factored into your pricing or responsibilities you weren't expecting to take on. While there's nothing wrong with a customer wanting to use their own terms, it's important to make sure the agreement works for your business, too.

Do You Have To Use The Customer's Contract?

It's understandable to worry about losing a potential customer, especially when you've already spent time discussing the project and preparing a proposal. If they send over their own contract, you might feel that signing it is simply part of winning the work.

However, you're generally not required to accept a prospective customer's contract just because they've asked you to sign it.

A customer can make using their agreement a condition of working together, but your business can also ask questions, propose changes, or decide whether the arrangement makes commercial sense.

For larger companies, this may simply be part of their procurement process. Their legal or purchasing team might require vendors to use approved agreements rather than contracts prepared by individual suppliers.

That doesn't necessarily make every provision non-negotiable, although some organizations may have limited flexibility.

There is one important qualification: if you've already entered into a binding agreement, the position may be different. An accepted proposal, email exchange, or the parties' conduct can sometimes establish contractual obligations before a formal document is signed.

What Happens To Your Original Proposal Or Statement Of Work?

Imagine you run a design agency and have quoted $8,000 for a website project, with a deposit upfront and the balance payable on completion.

Your customer agrees to the price but then sends over their standard agreement, requiring payment 60 days after final acceptance.

That's quite a difference, particularly if you're relying on the deposit to cover contractors or other project expenses.

Your original proposal doesn't necessarily disappear because the customer sends another document. Equally, you shouldn't assume it will continue to apply if you sign their agreement.

A customer might require you to sign a master services agreement (MSA) alongside a statement of work (SOW), purchase order, or other procurement documents. These documents may address different parts of the relationship, but they can also contain conflicting requirements.

For example, an order of precedence clause may establish which document controls if their terms conflict, while an entire agreement clause may affect the status of earlier arrangements.

The legal position depends on what has been agreed and the applicable state law.

For contracts involving the sale of goods, Section 2-207 of the Uniform Commercial Code may also be relevant when businesses exchange conflicting forms. Service agreements generally require a different analysis under state contract law.

It's worth resolving important differences before starting work, since your conduct may affect whether a contract has formed and which terms apply.

Does The Customer's Contract Change The Deal You've Agreed To?

Sometimes the biggest issue isn't a complicated legal clause. It's that the customer's agreement doesn't quite match the work you've discussed.

For example, you might have quoted for a software consulting project involving an initial assessment, implementation of a defined feature, and a short period of post-launch support.

However, the customer's standard agreement might require ongoing maintenance, additional reporting, or support obligations that continue beyond the original project.

Those responsibilities could turn a relatively straightforward engagement into something much more demanding.

It's worth comparing the agreement against your original scope of work to see whether the deliverables, timelines, and payment arrangements still reflect the deal.

Customer approvals are particularly important.

If payment depends on formal acceptance of the work, does the contract explain how acceptance is determined, when the customer must respond, and what happens if they delay?

The goal is to make sure you're agreeing to the project you've actually priced, rather than discovering additional obligations after the work begins.

What If The Customer's Contract Shifts More Risk Onto Your Business?

Even where the scope hasn't changed, a customer-supplied contract may allocate legal and financial responsibility differently from your usual agreement.

For example, it might require you to indemnify the customer for a broad range of claims or losses arising from the services you provide.

Depending on the wording, those obligations could extend beyond what your business expected to take on. Even if the agreement contains a limitation of liability, it's important to check whether indemnification obligations are excluded from that limit and whether your insurance would cover the relevant risks.

Intellectual property is another consideration.

If you're developing software or other creative materials, a customer may want ownership of the finished work. However, that doesn't necessarily mean they should also receive ownership of code libraries, templates, or tools your business developed before the project.

Under US copyright law, paying an independent contractor to create work doesn't automatically transfer copyright ownership to the customer. A transfer of copyright ownership generally requires a signed written assignment, unless another legal rule applies.

Certain commissioned works may qualify as works made for hire, but only where the statutory requirements are satisfied, including a signed written agreement and one of the specified categories of work.

You can read more about these requirements in the US Copyright Office's work-made-for-hire guidance.

The customer's agreement should clearly distinguish between the rights being transferred and the materials your business needs to retain.

Another issue is where disputes would need to be handled. A customer based in another state might require the agreement to be governed by that state's law or specify a particular court or arbitration location.

That doesn't automatically make the provision unreasonable, but it may affect the cost and practicality of resolving a disagreement.

None of these clauses is necessarily inappropriate. What matters is understanding the obligations and whether they're proportionate to the work you're being paid to perform.

Are One-Sided Contract Terms Enforceable In The US?

If a larger customer sends you an agreement containing terms that heavily favor its business, you might wonder whether those provisions can actually be enforced.

In the US, there isn't a single federal law that generally prohibits unfair terms in business-to-business contracts. Instead, enforceability largely depends on state contract law, the type of agreement, and any specific legal restrictions that apply.

For example, courts may sometimes refuse to enforce a contract or particular clause under the legal doctrine of unconscionability. However, the requirements vary by state, and the fact that a provision is commercially unfavorable doesn't automatically make it unenforceable.

A smaller supplier might have limited bargaining power when dealing with a national corporation, but that alone won't necessarily be enough to challenge a contract.

Courts may consider factors such as how the contract was formed, whether there were meaningful opportunities to understand its terms, and whether particular provisions were excessively one-sided.

Some states also restrict specific contractual provisions, such as certain indemnification clauses in construction agreements.

The important thing is that you shouldn't assume a difficult clause won't be enforceable simply because the customer drafted it.

It's generally better to raise concerns before signing rather than rely on a potential legal challenge later.

Can You Ask The Customer To Make Changes?

Yes. Even where a larger customer has its own standard agreement, that doesn't necessarily mean you need to accept every provision exactly as written.

You may be comfortable using most of the customer's contract but want to address a few conditions that don't reflect the commercial arrangement.

For example, if the agreement requires ongoing support beyond the original project, you could propose wording that limits support to a defined period or provides for additional fees.

Likewise, if the customer requires ownership of all intellectual property connected with the work, you might propose an amendment that distinguishes the final deliverables from your existing materials.

In US commercial transactions, proposed amendments are often presented as redlines, showing the wording a party wants to change.

It's also worth checking who has authority to approve those changes. The person managing your project might agree with your proposed amendments, but the customer's procurement or legal team may still need to sign off.

Before signing, make sure the final agreement actually reflects the changes you've discussed. An email saying a provision won't be enforced may not provide the same protection as properly documenting the agreed amendment.

Of course, not every customer will agree to your requests.

If a customer refuses to change a significant obligation, you'll need to decide whether the project is still commercially worthwhile.

Depending on the circumstances, that might involve reconsidering the scope, adjusting the price, obtaining legal advice on the terms, or deciding not to proceed.

The goal isn't necessarily to convince the customer to abandon their standard agreement. It's to identify the terms that matter most and reach an arrangement both businesses can work with.

Getting The Agreement Right Before You Sign

Using a customer's contract isn't necessarily a problem. The important thing is making sure the terms reflect the work you've agreed to provide and the responsibilities your business is prepared to take on.

If you're unsure about the wording, having your business contract reviewed can help identify potential risks and changes you may want to propose before signing.

If you'd like to discuss your contract, contact us at (888) 449-8437 or team@sprintlaw.com to get started.