We had already come to a handshake agreement on deliverables, dates and fees. “But before we get started, we’ll need you to sign our master services agreement (MSA) and nondisclosure agreement (NDA).” While I have a contract of my own, they argued that their contracts superseded mine.
The documents were handed off to me late on a Friday afternoon. I spent two hours of my Sunday evening reviewing and carefully noting problematic sections and editing them per earlier advice from an attorney who warned me about red flags and how to counter them. Why Sunday? Well, the deadline was tight and I wanted to be able to hit the ground running on Monday. I returned the eight-page MSA and four-page NDA to the client and that’s when the pressure began.
Evidently “no one makes changes to the MSA” and a review by a panel of corporate attorneys “could take weeks,” a time frame that the project simply didn’t have. I knew that this was just a ploy to try to get me to reconsider my position and blindly sign the papers. So I had to decide: was it worth the paycheck even if the terms were potentially harmful to me?
I read through the documents one more time. The MSA contained terms that would be potentially damaging in the long term, but also were impossible and financially unreasonable in the short term (requiring $3,000,000 in liability coverage specific to my work with this client).
I stressed about it. I worried. I played out all of the scenarios in my head. Ultimately, I decided to forego the paycheck. I left a voicemail and email for my contact explaining that I needed to walk away because my changes were non-negotiable. And what do you know: within minutes I was told that the attorneys were “reconsidering” my edits and would get back to me ASAP.
I don’t know how the negotiations will end, but now that I’ve accepted that it’s ok to walk away, there’s no more stress. I’m in control of how the situation will work out.
Have you ever walked away from a project because of onerous contractual terms?