Introduction

So, you’ve sent over your beautifully crafted contract, ready to kick off a new project with a client, and then—silence. Days go by, and you get that dreaded email: “We’re not comfortable signing your contract.” Cue the panic. But before you hit the panic button or send a CAPS LOCK reply, take a deep breath. This isn’t the end of the road; it’s just a bump.

Let’s walk through what you should do if a client refuses to sign your contract.

Read: Top 10 legal tips for startups

Step 1: Don’t freak out—stay calm and professional

First thing’s first: don’t freak out. It’s normal to feel a little rattled when a client doesn’t want to sign your contract, but this is not the time to lose your cool. No one likes working with someone who seems desperate or defensive.

Instead, approach the situation with calm professionalism. Your client’s refusal isn’t necessarily a dealbreaker; it could just mean they have some concerns or need more clarification. Think of this as an opportunity to strengthen your communication and find a solution that works for both parties.

Step 2: Ask why—get to the bottom of the refusal

The best way to handle a client’s refusal is to ask them directly why they won’t sign. Keep your tone friendly and inquisitive, like you’re solving a mystery together. Here’s a template to get the conversation started:

“Hi [Client’s Name], I noticed you have some reservations about the contract. Could you let me know which specific terms or sections are causing concern? I’d love to address any issues to ensure we’re both comfortable moving forward.”

This open-ended question invites them to explain their concerns. Maybe they’re worried about a particular clause, or maybe they’ve had bad experiences in the past. The key is to listen actively and understand their perspective.

Step 3: Clarify misunderstandings

Sometimes, a client’s refusal to sign a contract stems from simple misunderstandings. Maybe they misread a clause or interpreted something differently than you intended. Review the contract together and clarify any areas of confusion.

For example, if they’re worried about your payment terms, explain why those terms are in place—like ensuring cash flow or covering upfront costs. If they’re concerned about a confidentiality clause, clarify what information is protected and why.

Use clear language and real-world examples to make your points. Remember, legal jargon can sound scarier than it actually is, so break it down into simple, everyday terms.

Step 4: Be willing to negotiate

If the client has valid concerns, be ready to negotiate and compromise. Ask them which clauses they’d like to amend and consider whether those changes are acceptable to you.

For example:

• If they want a longer payment period, consider offering a compromise—like extending the deadline by a week but adding a small late fee for every day past that.

• If they balk at a termination clause, discuss adding a mutual termination option with notice requirements.

The goal is to find a middle ground that protects your interests while addressing their concerns. Just remember not to compromise on anything that puts your business at serious risk.

Read: The top 5 contract negotiation tips for your business

Step 5: Explain the benefits of the contract

Clients often refuse to sign because they only see the contract as something that protects you. Flip the script. Explain how the contract actually benefits them, too.

Highlight things like:

• Clear scope of work: The contract defines exactly what you will do and what they will get, avoiding misunderstandings and scope creep.

• Payment clarity: Your contract outlines payment terms that ensure both parties know when and how payments will be made, protecting them from unexpected costs.

• Legal protection: Explain how certain clauses, like confidentiality or dispute resolution, protect their interests as well as yours.

Show them that the contract is a win-win for both sides, not just a piece of paper designed to cover your back.

Step 6: Be open to alternative contract formats

If your client still refuses to sign, consider being open to alternative contract formats. Maybe your client is used to working with shorter, less formal agreements, or perhaps they prefer a different style of contract.

Ask if they have a standard contract format they’re more comfortable with and see if you can adapt your terms to fit that structure. It might just be that they’re allergic to lengthy legal documents and would prefer something more concise.

Read: Does a contract have to be in writing?

Step 7: Stand firm on your must-haves

While being flexible is essential, you must know where to draw the line. Identify your “non-negotiables”—the parts of the contract that protect you legally or financially and that you’re not willing to change.

Explain why these clauses are critical. For example:

• “This clause ensures I get paid for my work even if the project is canceled.”

• “This section protects my intellectual property and original work.”

Let your client know these clauses aren’t just there for fun; they are there to protect both parties from potential issues.

Step 8: Know when to walk away

If, after all your efforts, the client still won’t budge, it might be time to consider walking away. It’s a tough pill to swallow, but sometimes, a client who refuses to sign a contract is waving a red flag that you just can’t ignore.

Think of it like dating: if someone isn’t willing to commit to a basic agreement, they might not be the right match for a long-term business relationship. It’s better to find out now than after you’ve invested time and resources into a project that could go south without a safety net.

Step 9: Follow up in writing

If you decide to part ways, follow up in writing. Send a polite email summarizing the conversation and confirming the decision not to proceed. This creates a record of the situation and shows you handled it professionally.

For example:

“Hi [Client’s Name], I appreciate the time we spent discussing this project. Since we couldn’t come to an agreement on the contract, I understand that it’s best for both of us to explore other opportunities. I wish you all the best and hope we can collaborate in the future under different terms.”

This leaves the door open for future work and shows you’re a professional—even when things don’t go as planned.

Read: Do legal documents have to be written in English?

Conclusion

A client refusing to sign your contract isn’t the end of the world—it’s an opportunity to communicate, clarify, and negotiate. Most of the time, there’s a path forward if you stay calm, open-minded, and professional.

But remember, not all clients are a perfect fit, and sometimes it’s best to walk away. Trust your instincts, protect your business, and keep that contract ready for the next great client who values your work as much as you do.

How Cobrief can help with contract review

Reading your business contracts can feel overwhelming as an owner-manager of a small to medium-sized business. That’s where Cobrief comes in. Cobrief helps business owners and operators review their business-to-business contracts for legal risks.

Upload your contract to Cobrief's AI contract review software, click review and you’ll get a list of all the risks, in plain English. This helps you decide whether to sign, negotiate or reject the terms of your contract, or hire a lawyer. Think of it as a heat map for your contracts.

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