--- title: Blog | Outside GC | contract negotiation description: contract negotiation | The Outside GC blog features practical tips, insights, and other news from Outside GC's experienced on-demand attorneys. Read our latest blog posts here. --- [![logo-small.png](https://62401.hs-sites.com/hs-fs/hubfs/Outside_GC_May_2015/Logos/logo-small.png?width=90&name=logo-small.png "logo-small.png")](http://www.outsidegc.com) - BLOG - ** --- ### Headquarters 501 Boylston Street, 10th Floor Boston, MA 02116 (617)-737-5000 info@outsidegc.com ![hero_news-events.jpg](https://62401.hs-sites.com/hs-fs/hubfs/Outside_GC_May_2015/Backgrounds/hero_news-events.jpg?width=1600&name=hero_news-events.jpg "hero_news-events.jpg") ## ON-DEMAND INSIGHTS [![Pitfalls of Exclusivity in Commercial Deals](https://62401.hs-sites.com/hubfs/exclusive-stamp.-exclusive-round-grunge-sign.-label-1269898467_1133x930.jpeg) ](https://62401.hs-sites.com/blog/pitfalls-of-exclusivity-in-commercial-deals-outside-gc) ## [Pitfalls of Exclusivity in Commercial Deals](https://62401.hs-sites.com/blog/pitfalls-of-exclusivity-in-commercial-deals-outside-gc) March 2, 2023 at 9:00 AM - [commercial contracts](https://62401.hs-sites.com/blog/topic/commercial-contracts), Occasionally in commercial transactions, you may be asked to give “exclusivity” to the other party, in either direction (e.g., vendor contracts may include language requiring customers to use their services exclusively, or a customer may ask a vendor not to offer similar services to any of the customer’s competitors). Even when such requests seem low risk at first glance because they do not present a problem for your business at the moment, facts and circumstances can change rapidly, which is why it is often best to avoid them. [Continue Reading](https://62401.hs-sites.com/blog/pitfalls-of-exclusivity-in-commercial-deals-outside-gc) [![Key Issues in a SOW - part 3 of 3 - from the vendor perspective](https://62401.hs-sites.com/hubfs/SoW%2c-statement-of-work.-Concept-table-with-keywords%2c-letters-and-icons.-Colored-flat-vector-illustration-on-white-background.-1030205536_1292x816.jpeg) ](https://62401.hs-sites.com/blog/key-issues-statement-of-work-for-providers-goods-and-services) ## [Key Issues in a SOW - part 3 of 3 - from the vendor perspective](https://62401.hs-sites.com/blog/key-issues-statement-of-work-for-providers-goods-and-services) February 28, 2020 at 4:32 PM - [deal support](https://62401.hs-sites.com/blog/topic/deal-support), When you are a vendor providing goods/services to a customer, the most critical issues in a SOW are those relating to the description of services, payment, and the terms of acceptance. These provisions should be written with clarity and specificity. The remainder of the terms, while important, do not require the same level of detail. To help guide the providing party in its review or preparation of a SOW, consider the following:  [Continue Reading](https://62401.hs-sites.com/blog/key-issues-statement-of-work-for-providers-goods-and-services) [![Key Issues in a SOW - Part 2 of 3 - from the customer perspective](https://62401.hs-sites.com/hubfs/SoW%2c-statement-of-work.-Concept-table-with-keywords%2c-letters-and-icons.-Colored-flat-vector-illustration-on-white-background.-1030205536_1292x816.jpeg) ](https://62401.hs-sites.com/blog/key-issues-in-a-statement-of-work-sow) ## [Key Issues in a SOW - Part 2 of 3 - from the customer perspective](https://62401.hs-sites.com/blog/key-issues-in-a-statement-of-work-sow) February 24, 2020 at 12:31 PM - [deal support](https://62401.hs-sites.com/blog/topic/deal-support), As discussed in [Part 1](https://62401.hs-sites.com/blog/tips-on-how-to-write-or-review-a-statement-of-work-sow), a SOW should tell a story with enough detail that a person who is unfamiliar with the deal could rely on it to understand the intentions of the parties, including such key terms as products/services, deliverables and pricing. [Continue Reading](https://62401.hs-sites.com/blog/key-issues-in-a-statement-of-work-sow) [![Tips on How to Write or Review a Statement of Work (SOW) - Part 1 of 3](https://62401.hs-sites.com/hubfs/SoW%2c-statement-of-work.-Concept-table-with-keywords%2c-letters-and-icons.-Colored-flat-vector-illustration-on-white-background.-1030205536_1292x816.jpeg) ](https://62401.hs-sites.com/blog/tips-on-how-to-write-or-review-a-statement-of-work-sow) ## [Tips on How to Write or Review a Statement of Work (SOW) - Part 1 of 3](https://62401.hs-sites.com/blog/tips-on-how-to-write-or-review-a-statement-of-work-sow) February 19, 2020 at 11:36 AM - [commercial contracts](https://62401.hs-sites.com/blog/topic/commercial-contracts), Statements of Work (SOWs) can easily be considered one of the “workhorses” of commercial contracts, documenting key business terms like price and deliverables between parties who, in many cases, have previously entered into a master services agreement with each other. Regardless of the nomenclature (SOWs, order forms, schedules, exhibits, work orders, etc.), business teams should carefully prepare and/or review a SOW’s first draft to ensure that it accurately captures their intentions and expectations, *even if* a lawyer will ultimately review it. In this 3-part series, I will explore the role of the SOW and its key provisions for each party.  [Continue Reading](https://62401.hs-sites.com/blog/tips-on-how-to-write-or-review-a-statement-of-work-sow) [![Highly Negotiated Provisions of an Independent Contractor Agreement](https://62401.hs-sites.com/hubfs/Indepentent-contractor-1124400624_1244x847.jpeg) ](https://62401.hs-sites.com/blog/highly-negotiated-provisions-independent-contractor-agreements) ## [Highly Negotiated Provisions of an Independent Contractor Agreement](https://62401.hs-sites.com/blog/highly-negotiated-provisions-independent-contractor-agreements) January 17, 2020 at 10:24 AM - [contract negotiation](https://62401.hs-sites.com/blog/topic/contract-negotiation), As discussed in [Part I ](https://62401.hs-sites.com/blog/a-closer-look-at-independent-contractor-relationships-agreements)of this series, independent contractor agreements contain a number of key protective provisions, the majority of which are driven by the type of services/work to be performed and the relative risk to each party. These provisions tend to be highly negotiated between the parties, in part due to the fundamental differences in the objectives of each party. [Continue Reading](https://62401.hs-sites.com/blog/highly-negotiated-provisions-independent-contractor-agreements) [![A Closer Look at Independent Contractor Relationships & Agreements](https://62401.hs-sites.com/hubfs/Indepentent-contractor-1124400624_1244x847.jpeg) ](https://62401.hs-sites.com/blog/a-closer-look-at-independent-contractor-relationships-agreements) ## [A Closer Look at Independent Contractor Relationships & Agreements](https://62401.hs-sites.com/blog/a-closer-look-at-independent-contractor-relationships-agreements) January 9, 2020 at 2:17 PM - [contract negotiation](https://62401.hs-sites.com/blog/topic/contract-negotiation), Independent contractor (IC) arrangements are as diverse as they are commonplace in today’s business. An IC may be engaged to perform a simple, limited project, such as providing flowers for a conference, or to lead a more complex project, perhaps as an architect or software developer. [Continue Reading](https://62401.hs-sites.com/blog/a-closer-look-at-independent-contractor-relationships-agreements) [![A Closer Look at Indemnification Clauses](https://62401.hs-sites.com/hubfs/Indemnity-on-wooden-blocks-1054896714_1258x838.jpeg) ](https://62401.hs-sites.com/blog/indemnity-clause-liability-protection) ## [A Closer Look at Indemnification Clauses](https://62401.hs-sites.com/blog/indemnity-clause-liability-protection) August 14, 2019 at 2:35 PM - [legal provisions](https://62401.hs-sites.com/blog/topic/legal-provisions), *This is the second post in a 3-part series; click here for [Part 1](https://62401.hs-sites.com/blog/the-basics-of-contract-damages).* [Continue Reading](https://62401.hs-sites.com/blog/indemnity-clause-liability-protection) ### Subscribe to our Blog ### Popular Posts [View All Posts ›](https://www.outsidegc.com/blog/all) [![Share on Facebook](https://static.hubspot.com/final/img/common/icons/social/facebook-24x24.png)](http://www.facebook.com/share.php?u=https%3A%2F%2F62401.hs-sites.com%2Fblog%2Ftopic%2Fcontract-negotiation%3Futm_medium%3Dsocial%26utm_source%3Dfacebook) [![Share on LinkedIn](https://static.hubspot.com/final/img/common/icons/social/linkedin-24x24.png)](http://www.linkedin.com/shareArticle?mini=true&url=https%3A%2F%2F62401.hs-sites.com%2Fblog%2Ftopic%2Fcontract-negotiation%3Futm_medium%3Dsocial%26utm_source%3Dlinkedin) [![Share on Twitter](https://static.hubspot.com/final/img/common/icons/social/twitter-24x24.png)](https://twitter.com/intent/tweet?original_referer=https%3A%2F%2F62401.hs-sites.com%2Fblog%2Ftopic%2Fcontract-negotiation%3Futm_medium%3Dsocial%26utm_source%3Dtwitter&url=https%3A%2F%2F62401.hs-sites.com%2Fblog%2Ftopic%2Fcontract-negotiation%3Futm_medium%3Dsocial%26utm_source%3Dtwitter&source=tweetbutton&text=Blog%20%7C%20Outside%20GC%20%7C%20contract%20negotiation) [![Share on Email](https://static.hubspot.com/final/img/common/icons/social/email-24x24.png)](mailto:?subject=Check%20out%20https%3A%2F%2F62401.hs-sites.com%2Fblog%2Ftopic%2Fcontract-negotiation%3Futm_medium%3Dsocial%26utm_source%3Demail%20&body=Check%20out%20https%3A%2F%2F62401.hs-sites.com%2Fblog%2Ftopic%2Fcontract-negotiation%3Futm_medium%3Dsocial%26utm_source%3Demail) This publication should not be construed as legal advice or a legal opinion on any specific facts or circumstances nor an offer to represent you. 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