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ARTICLE · 28 APRIL 2026

When Your Customer Insists On “Their Paper”

When a major customer insists on using their professional services agreement for a SaaS or product deal, the misalignment can create significant legal and operational risks. This comprehensive guide examines the hidden dangers in mismatched contract templates and provides actionable strategies for protecting your core business interests while maintaining deal momentum.

United StatesCorporate/Commercial Law

Practical contracting advice for growing tech companies

Landing a large customer should feel like a win. Then their procurement team emails a 40-page “Professional Services Agreement” and says: “We don’t sign vendor contracts. You’ll need to use our PSA.”

There’s just one problem: the deal doesn’t fit a professional services model. It’s a:

  • SaaS subscription
  • software license
  • hardware sale with limited services
  • usage-based API product

In other words, it’s the wrong contract for the deal.

The following provides a practical framework for evaluating the issues presented by this situation while supporting continued deal progress.

1. Reframe the Conversation (before it becomes a power struggle)

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The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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