I have a client who I’ve been working with for almost 12 years. I know a lot of people there, and over those years I’ve seen a lot of changes. I feel like we have a great relationship of trust and mutual support, and I’ve always done my best to provide the very best service for them.

All of a sudden, this week someone in the Legal department decided that we have to slam the brakes on all of the projects we’re doing because there’s no contract with Zing! I explained that I’d signed contracts in the past– probably years ago– but since no one can find them, they felt that we needed to get something in place before we could possibly continue working together.

Last night they sent the contract. It was horrendous– clearly the work of a corporate legal team who wants everything weighted in their favor, at the expense of the little ten-man company who’s working with them. The indemnification clause prevented me from suing them even in cases of “gross negligence or willful misconduct”… in other words, they could intentionally sabotage Zing, and I would be powerless to sue them. Nice. They also required that Zing carry five separate insurance policies with a minimum coverage of over $12 million. Umm, what?

I wrote a lengthy email identifying all of the clauses I felt were unfair or unreasonable, to which they replied that well, it was certainly my choice to stop working with them. Since they’re a long-time client and provide significant revenue for Zing, it’s not like I’m going to walk away. On the other hand, I’m not about to sign a contract that’s clearly unreasonable. I already went through this legal showdown with Google a few years ago (their contracts are even more lopsided). I may be a small business owner, but I’m not a pushover.

In the end, I decided to reword and strike various parts of the contract before I signed it. That should make things interesting– will they accept my changes, or is this the start of a big negotiation? Of course I had to print two copies and physically mail them… thanks, lawyer-type people, for keeping things back in the Dark Ages before we had email and electronic signatures. Sheesh.