Law Stack Exchange is a question and answer site for legal professionals, students, and others with experience or interest in law. It only takes a minute to sign up.
Sign up to join this community
In the process of negotiating a web development or design project, the agency often provides a contract without favorable terms to the developer or designer (consultant).
Is it common for the designer or developer (consultant) to also have a contractual agreement they supply to the agency in order to further protect themselves or should the two parties be working to negotiate on the terms of the agencies original contract?
or should the two parties be working to negotiate on the terms of the agencies original contract?
Yes.
The agency's original contract is merely an offer. You can reject their offer and present a counter offer in any format you wish. Most likely, if they have room for negotiation, the agency will be more receptive to minor edits on their original contract. Generally speaking, contract negotiations go better when the series of counter offers involve the minimum changes from the most recent necessary to effect the desired resulting changes. But, in negotiations, the only rule is that there are no rules. So you can toss out their entire agreement and start over with your own if you want.
If you only want to make minor edits, a good technique is to simply mark a line through the language you want to delete, write in the language you want to add, then initial it before signing. If the other side also initials and signs, then the language you edited will be your agreement.
For more extensive changes, you could add a sentence in the original contract that says you will also agree to an addendum to the contract. This could be a set of terms you wish to add to the original agreement to protect yourself. You could and would also want to add a sentence in the original agreement that where the addendum conflicts with any other provision of the agreement, the addendum will control.
To the extent the contracts do not conflict, you can (in principle) sign as many contracts as you want.
However, if they hand you a contract, and you hand them a contract, and both contracts address the same matter, it's almost certain that something will conflict. Which sort of frustrates the whole purpose of formalizing a contract.
Some people will sign anything put in front of them. But if both entities care about the written terms of the agreement then it would be very odd for their lawyers to maintain two separate contracts for the same engagement.
