Practical note · Mehdi El Jamali · Paris Bar lawyer
This note concerns French law. It offers preparation questions; legal analysis depends on the contract, facts and project concerned.
The customer sends you its contract. Commercial terms have been discussed, your team is waiting to start and signing seems to be the final step. Yet the document may still contain commitments that have not been factored into the price, timetable or resources.
Preparation means comparing the contract with the actual project. What will you deliver? With which resources? And how will you respond if the project changes?
Start with what you have agreed to deliver
Review the scope, volumes and deadlines. Are they clear enough for both teams to understand the same thing? A fixed price for a defined assignment becomes difficult to manage if additional requests have no agreed framework.
For example, the customer may ask for faster deployment or an additional service. Before committing, decide how changes will be discussed and priced. This grounds the negotiation in your operating constraints.
Additional requests need a framework. If the customer adds a service or accelerates the timetable, check what the contract already provides. Who can approve the change? How will its price and impact on deadlines be agreed? The general principle is mutual agreement to amend the contract, subject to mechanisms already agreed and cases provided for by law.
Examine the commitments you must meet
Team availability, reliance on a supplier and access to customer information: some results depend on several conditions being met. Check that the proposed timetable takes these dependencies into account.
Review payment terms and costs you will have to fund in advance. A commercially attractive contract can tie up significant resources before the first invoice is paid. Your finance lead, accountant and project team can help assess these points.
Prepare for difficulties before signing
A delay, a change request, a quality dispute or an interrupted project: consider plausible scenarios and check how the contract addresses them. Who must act? What information will you need to retain? Which commitments can your company realistically accept?
Liability, insurance, confidentiality and rights to use deliverables must be assessed against the activity and contract concerned. Their importance varies by project; reading clauses in isolation is not enough to decide your negotiating position.
A liability cap deserves careful discussion. If your company must compensate the customer, what amount might it have to bear? If the other party fails to perform, what compensation could you recover? Examine caps, the losses covered and exclusions. A clause may be ineffective if it deprives an essential obligation of its substance; a low cap is not automatically disregarded. This does not cover every legal limit on liability clauses.
Decide what deserves negotiation
Not every drafting difference needs to become a negotiating issue. Set your priorities: commitments to clarify, concessions you can accept and points requiring your decision.
Legal advice connects the clauses with the project’s commercial stakes and helps prepare negotiating positions. It provides a practical basis for deciding and organising follow-up after signing.