The 48-Hour Contract Challenge: How Quick Thinking Saved a Major Tech Deal

It was 09:47 PM when my phone buzzed with a text from the CEO of a growing tech company: "Our biggest client wants to sign tomorrow, but their legal team just sent a 47-page MSA with some concerning terms. Can you help?"

The Challenge

The tech company had spent six months courting a Fortune 500 retail corporation that needed a comprehensive digital transformation solution. Landing them would double their revenue overnight and establish them as a major player in the enterprise software market. Their Series B funding round depended on closing this deal.

But the Fortune 500 company's procurement team sent over their standard Master Service Agreement with clauses that would:

• Make the tech company liable for any system outages, even if caused by the client's legacy infrastructure

• Grant the Fortune 500 company ownership of all custom code and technical innovations developed during the project

• Allow termination for convenience even during a committed term

• Impose $2,000 daily penalties for project delays

  
  

"These terms don't reflect the partnership we've been discussing," the CEO said when we jumped on a call that evening”

Finding the Path Forward

I had less than 12 hours before their client's legal team expected a response. Instead of redlining everything, I called their lead lawyer at 7 AM to understand what was really driving these terms.

It turned out they weren't trying to steal IP or impose crushing liability. Nine months earlier, they'd been burned by a software vendor who delivered a half-finished e-commerce platform and then went out of business during the critical holiday shopping season. The harsh contract terms were their attempt to never face that kind of business disruption again.

The Win-Win Solution

Understanding their real concerns changed everything. I proposed:

For liability issues: A tiered system where my client would be responsible for defects in their custom code, but not for problems caused by the customer’s legacy systems or third-party integrations disclosed upfront.

For IP concerns: The large company got perpetual licenses to use code specifically and uniquely built for their implementation, but my client retained ownership of their core platform and reusable components.

For termination: We eliminated the termination for convenience clause entirely, explaining that multi-year pricing depends on contract certainty. Instead, we limited termination rights to material breach with a 30-day cure period, ensuring both sides were committed to making the partnership work while protecting the deal's economics.

The Resolution

By 4 PM that day, we had agreement on key terms. The final contract was 23 pages instead of 47, but accomplished everything both sides needed.

That late-night call taught me something important about tech company legal work going through a growth phase. Sometimes the best strategy isn't to fight every clause, but to understand what's driving the other side's concerns and find creative solutions that address legitimate risks while creating mutual value.

Today, this tech company has landed eight enterprise clients using variations of that same contract structure. Their original Fortune 500 client has become one of their biggest advocates, referring two other major retailers who needed digital transformation solutions.

The best part? The CEO texts me at reasonable hours now.

Need help turning your next enterprise software opportunity into a strategic partnership? As fractional general counsel for growing tech companies, I specialise in making complex development agreements work for both sides. Let's talk about structuring your next deal for long-term success.