When to Walk Away from a Client Contract

Not every client contract is worth signing. Some terms are so one-sided or risky that you're better off walking away—or pushing back hard before you sign. Here are red flags that should make you think twice, and when it's worth negotiating vs. when to walk away.

Payment red flags

• Net 60 or 90 with no upfront. You do the work, then wait 2–3 months for payment. That strains your cash flow and increases the risk they never pay. Walk away or push for net 30 and at least 30% upfront.
• Payment on "acceptance" with no deadline. They can delay "acceptance" forever by asking for "small tweaks." Walk away or push for "payment within X days of delivery" or "deemed accepted 7 days after delivery if no written feedback."
• No late payment clause. If they pay late, you have no leverage—no interest, no late fee. Push for a late payment clause (e.g. 1.5% per month after 30 days) or walk away if they refuse.

IP and liability red flags

• Broad IP assignment. They get "all ideas," "background IP," or "all work product"—including work you do on your own time or pre-existing work. That can trap you. Push for narrow scope (deliverables only) and carve-outs for pre-existing IP, or walk away.
• Uncapped liability or indemnity. You're on the hook for unlimited damages if something goes wrong—even if it's not your fault. Push for a cap (e.g. amount you were paid) and narrow indemnity (your breach or negligence only), or walk away.

Termination red flags

• One-sided termination. They can end "at any time" with no notice; you're locked in or must give 30 days. That's unfair. Push for mutual notice (e.g. 14 days each) or walk away.
• No kill fee. If they cancel mid-project, you get nothing—or only for "approved" work. Push for a cancellation clause (e.g. pay for work done to date, or 50% of total fee), or walk away.

When to walk away

If the client won't budge on payment terms, IP, or liability after you've pushed back, and the deal doesn't justify the risk (e.g. low fee, high risk), walk away. A bad contract can cost you more than you'll earn. BeforeYouSign can flag these red flags in your contract so you know what to push back on—and when to walk away.