I Received a Contract From a Customer. What Should I Check Before Signing?

When a customer sends you their own agreement, assume every discretionary provision was drafted in their favour. That is not bad faith — it is what a standard form is for. Your job before signing is to find out how far it goes.

What are you actually holding?

Customer paper arrives under all sorts of names: purchase terms, a services agreement, sometimes an MSA with a statement of work attached. The clauses to expect differ by type. If you are not sure which you have, Ruby's free commercial contract fit tool sorts MSAs, SaaS agreements, SLAs, DPAs and SOWs in four questions.

The six checks

1. Payment timing. Net 60 or net 90, invoice approval gates and holdbacks all move cash-flow risk to you. Most negotiable, least negotiated.
2. Whose termination right. A convenience right only the customer holds means your revenue forecast is theirs to cancel. Check the notice period and whether it is mutual.
3. Which way the cap runs. Caps drafted for a buyer can limit what you recover while leaving your exposure open. See limitation of liability.
4. Indemnity direction. One-way indemnities are the norm in customer forms. Ask for mutuality, or to bring it inside the cap.
5. IP in what you deliver. Check whether an assignment of "all deliverables" also captures tools, libraries or methods you brought with you and plan to reuse.
6. Terms brought in by reference. A code of conduct, security policy or portal terms linked by URL are usually part of the agreement — and can change.

The Quebec point most US-drafted forms miss

If you provide services into Quebec, article 2125 of the Civil Code of Québec lets your client unilaterally resiliate a contract of enterprise or for services "even though the work or provision of service is already in progress." Article 2129 requires them to pay your costs, expenses and work already performed. Price mid-project cancellation into long engagements — see the contracts a Canadian agency needs.

When to get a lawyer involved

Before signing, if the agreement is multi-year, if the indemnity or cap runs one way, or if it assigns IP you plan to reuse elsewhere.

How Ruby can help

If a customer has sent you their paper and you want to know which provisions matter before you sign, Ruby's contract review starts at $499 — flat fee, with a licensed Canadian lawyer on every review.

FAQ

Is it normal for a customer's contract to favour them?

Yes. A standard form exists to make the sender's risk predictable, and the drafting reflects that. What matters is not whether the paper is one-sided but which terms are, and whether those are the ones that would hurt your business.

Can I ask a large customer to change their standard terms?

More often than you would expect. Procurement teams often hold approved fallback positions on payment terms, liability caps and termination notice. Asking for three specific changes lands better than returning a full markup.

Should I send my own agreement instead?

If you can, yes — whoever drafts sets the defaults. In practice larger customers insist on their paper, and the realistic goal becomes amending the few provisions that carry your real risk rather than replacing the document.

This article is general information about Canadian business law and is not legal advice. Laws differ by province and change over time, and how they apply depends on your specific circumstances. For advice on your situation, speak with a lawyer licensed in your province.