Write Down Your Contract Positions Before the Redline Arrives

This post is informational and reflects the state of the law as of August 2026. For your situation, consult a licensed attorney.

If you sell software, you already know which clauses come back marked up. It is a short list, and it is the same list from every customer’s counsel: what you can do with their data, the liability cap and what escapes it, how fast you have to report a breach, and what happens to their data when they leave.

Most companies handle each one as it arrives. The redline lands, it goes to whoever has capacity, and the deal waits while someone decides whether a 72-hour notification commitment is acceptable. Then the same question gets decided again on the next deal, sometimes differently.

Decide it once, in writing

A contract playbook is four columns per clause:

Opening position. What your paper says today.
Fallback. What you will accept to close, and what you want in exchange.
Walk-away. What you will not agree to at any price.
Approver. Who can authorize an exception to that last one, by name or role.

That fourth column is the one companies skip, and it is the one that makes the rest operative. A playbook that says “escalate” without saying to whom is a document that produces another meeting.

Two things come out of it

Deals move faster, because nobody relitigates a question the company already answered. The sales team stops waiting on legal for positions legal already holds, and legal spends its attention on the deals that genuinely deviate.

Your commitments stay consistent, which you will care about the first time you have a security incident and someone asks which contracts promised twenty-four hours and which promised seventy-two. That question is answerable in an afternoon if you decided the position once. It is a project if you decided it forty times.

There is a compliance dimension too. If you hold a security certification or make public commitments about your practices, contractual promises that drift past what you actually do are a gap someone will eventually find, and the finding tends to happen at the worst time.

Build it from your own history

You do not need to write this from a template. Pull your last ten executed agreements and read what you actually agreed to. The pattern is usually already there, along with the two or three places where the company quietly conceded something it did not mean to concede as a standing position.

Start with the clauses that carry real money or real risk: data rights, the liability cap and its carve-outs, security and breach notification, indemnities, and termination and data return. Add the rest as it comes up.

The same list works from the other side

The clauses your customers push on are the clauses worth reading closely when you are the one buying. A vendor-side playbook and a buy-side review checklist are the same document read in two directions, which is a useful thing to notice the next time you are the customer.

For the buy-side version of this list, see before you sign a SaaS agreement, which walks the same clauses from the customer’s chair.

If you sell software and your positions live in a dozen people’s heads, talk to MB Legal about putting them on paper. See also the firm’s technology transactions practice.

This post is informational and does not constitute legal advice. Contract positions depend on your business, your risk tolerance, and the specific deal. For guidance on a specific situation, consult a licensed attorney.