# Legal Isn’t Slowing Your Deals Down. Your Contract Was Never Designed to Close Fast.

Every sales leader blames legal for a slow close. Almost none of them have actually looked at what is in the contract causing the delay.

## Why contracts stall deals that should already be closed

- The MSA was written to protect against the worst case, not to close the best case, so every prospect who reads it hesitates.
- Legal reviews every deal like it is the first one, since without pre-approved fallback positions, every redline becomes a fresh negotiation.
- Sales has no authority to answer a legal question, so every objection gets escalated and momentum dies waiting on someone else.

## Four clauses worth deciding on before your next negotiation

- Liability caps: a cap tied to a multiple of fees paid, with carve-outs for fraud, willful misconduct, and confidentiality.
- Indemnification scope: indemnify for what is actually controlled, third-party IP claims from your own technology, not how the buyer uses it.
- Auto-renewal terms: a month-to-month continuation after the initial term with a short notice window.
- Governing law and jurisdiction: neutral arbitration resolves the disagreement faster and cheaper than fighting over whose courthouse wins.

## Five steps to stop contracts from being the reason a deal slips

- Separate the order form from the MSA so commercial terms are controlled by sales.
- Trim the MSA to what actually gets negotiated.
- Build a one-page, plain-English explainer sent proactively.
- Pre-approve fallback positions with legal, once.
- Have security and compliance docs ready before they are asked for.

## Frequently asked questions

### Is this legal advice we can just paste into our contract?

No. These are concepts worth deciding on deliberately, not clause language to copy in. Any actual contract language should go through your own counsel.

### What if legal refuses to compromise on any of this?

Bring them a specific number, not a feeling: how many deals stalled, how long, and what it cost.

### Does a shorter MSA actually reduce legal risk?

Not inherently, but it reduces the surface area for disagreement, which is usually what is actually slowing the deal down.