The same counterparty asks tend to come back in nearly every negotiation: uncapped indemnification, ownership of the deliverables, a data processing addendum with expanded audit rights. Each one has usually been answered before. The answer just moved a little each time, and those slightly different answers now sit in signed agreements that may one day be read side by side in diligence. Standard contract positions close that gap.
The company decides the answer once and prices the concessions it is willing to make. Each exception becomes a deliberate call rather than a deadline concession.
The asks that tend to repeat
Three asks account for much of the repetition across a scaling contract stack.
- Ownership of IP or reuse rights. A customer’s master services agreement may grant the customer ownership of the deliverables rather than a license. Repeated across enough agreements, ownership of the company’s own work product becomes unclear. Acquirers tend to ask who owns the product early, and the answer can move the price.
- Data handling and confidentiality. A procurement team’s data processing addendum often carries audit rights and breach notice windows the company does not have the team for. A signed commitment the company cannot meet is a promise the company falls behind on from the first day.
- Indemnification. An uncapped indemnity separates the company’s exposure from the revenue received from the contract. A modest agreement can carry a downside many times its value, and a cap conceded casually in one deal can become the next counterparty’s opening ask.
Standard contract positions: the yes, the priced concession, and the deliberate exception
A standard contract position carries three decisions, each made before the next ask arrives.
The yes
This is the baseline the company signs without escalation because the economics of the contract support it. Indemnity capped at twelve months of trailing fees and limited to third-party IP claims tends to hold because the exposure tracks the deal revenue.
The priced concession
This is flexibility decided in advance rather than under deadline pressure. Example: a written limit that allows the indemnity cap to extend to twenty-four months for contracts above a set annual value, exchanging more exposure for a materially larger commitment. The company can agree without reopening the position.
The deliberate exception
Some asks stop being contract questions. An uncapped IP indemnity may be worth giving to a marquee enterprise customer whose approval opens a market, and it is rarely worth giving to anyone else. That call weighs precedent against exposure, and it belongs with leadership.
A standard contract position is not a refusal to negotiate. It is the record of negotiations the company has already run, written down so the next one starts from the conclusion instead of from zero. Sorting a new ask against a written position takes minutes, and that is where the speed comes from.
What the contract stack shows in diligence
An acquirer’s counsel or an enterprise procurement team reads the customer agreements as a set. Three different indemnification caps, two conflicting IP ownership grants, and one uncapped outlier read as a company that negotiates from memory. Each outlier tends to draw follow-up questions, and in a purchase agreement it can return as a price adjustment or funds held in escrow. The opposite habit carries its own cost: a company that escalates every ask places leadership in every negotiation and slows its own sales cycle. Standard contract positions produce a different record: one position, concessions priced in advance, and a written reason for each exception.
Where this fits
Standard contract positions fit when sales accelerate, the same asks arrive faster, and leadership cannot sit in every negotiation.
TKA Law Firm provides fractional general counsel to companies preparing for investor, acquirer, or enterprise customer review. The work covers commercial contracts, IP ownership, and deal documents, with judgment grounded in Wall Street transactions experience, across the financing, partnership, and exit arc.
This information is presented for general informational purposes only, is not for the purpose of providing legal advice, and is not intended to represent a full or complete list of all possible issues. This information should not be construed as legal advice and does not create an attorney-client relationship. You should seek the advice of an attorney regarding your particular situation.