Love the Business Objective, but Respectfully Your Contract Language Has Gone Feral.

Love the business objective, but respectfully your contract language has gone feral.

The cloud is driving somewhere, apparently.

Your SaaS vendor has employees. Employees drive cars. Cars create risk. Res ipsa loquitur. So yes, $2M in commercial auto liability. Non-negotiable.

Just kidding. Please stop.

Good lawyering isn’t collecting every available protection. It’s identifying the risks that matter and spending your negotiating capital there.

Because there is a tipping point.

Most parties will accept reasonable paper when the terms make sense and the risk allocation feels proportionate. Every additional demand, though, spends negotiating capital.

Eventually, you cross a line.

Put $2M of commercial auto insurance in a pure SaaS agreement and now you have my attention.

Once I’m wondering why that is in there, I’m scrutinizing everything. The rest of the template no longer gets the benefit of the doubt. Every clause starts looking like part of a larger pattern: either you don’t trust the other side, or you don’t understand the deal.

And if the other side won’t sign, all those beautifully drafted protections are worthless. Worse, you may have damaged the relationship you were supposedly protecting.

Which brings me to Exhibit A: the Codes of Conduct for my kids’ competition dance studio.

The objective? Completely reasonable.

Be kind. Show up. Support your teammates. Don’t bully people. Bring your shoes.

Five pages? Fine. Where do I sign?

But twenty-four pages later, we’re regulating “negativity,” “distrust,” private parent conversations, conduct outside the studio, and a child’s opportunities based on subjective standards of parent conduct?

Now you have my attention.

And now you’re getting a redline.

That’s the part we miss when we over-lawyer: the extra protection can create the negotiation.

The other side may have happily signed the reasonable version. Push past the tipping point and they stop reading for agreement. They start reading for the next overreach.

Sometimes you need the 50-page agreement. Sometimes you need five pages.

And sometimes you just need everyone to bring their shoes.

Knowing the difference is the job. 🐆