Contract Terms to Negotiate

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Hello, and welcome. This is Super Structures General Contractors — a national general contractor headquartered in Powhatan, Virginia — here to help you and your clients build something that lasts. We're glad you're with us, and we look forward to connecting with you.

Here's one that matters more than its name lets on — Contract Terms to Negotiate. Here's what it really comes down to: Negotiate the terms that carry risk — payment, retainage, change orders, schedule/damages, and indemnification — not just price. Get comfortable here and the rest of this trade gets a whole lot less intimidating.

Price isn't the only thing on the table — the terms can matter just as much.

Key terms to watch

• Payment — schedule, timing, deposit, and retainage amount.
• Scope & change orders — a clear scope and a fair change-order process.
• Schedule — completion dates and liquidated damages (penalties for delay).
• Indemnification — who's responsible for which losses.
• Termination and dispute resolution (mediation/arbitration vs. court).

Negotiate the terms that carry real risk, not just the number.

Going Deeper (Intermediate)

Don't sign the standard contract blindly — negotiate the risk-shifting terms. The big ones: scope, payment timing (avoid pay-if-paid), retainage, schedule/liquidated damages, change process, indemnity, termination, and dispute resolution. Negotiating terms is negotiating money.

Advanced / Pro-Level

The highest-risk clauses to push back on:

• Pay-if-paid (you don't get paid unless the owner pays the GC — try for pay-when-paid).
• No-damage-for-delay (bars your delay costs).
• Broad-form indemnity (covering the other party's own negligence — limited/void in many states).
• Uncapped liability and harsh liquidated damages.
• Unilateral termination for convenience and long warranty periods. Add your clarifications/exclusions, watch flow-down onto your subs, and get legal review of any contract you'll use repeatedly.

Practice Challenge

A subcontract says you're paid "only if and when the GC is paid by the owner." Why fight this clause? (Answer: that's pay-if-paid — it shifts the owner's nonpayment risk onto you, so an owner default means you may never be paid for work you did; negotiate it to pay-when-paid (timing only) or add protections, because the term directly controls whether you get your money.)

In Practice

A contractor focuses only on price and ignores a brutal liquidated-damages clause — then a weather delay costs a fortune. The terms carry as much risk as the number.

Common Mistakes to Avoid

• Negotiating only the price
• Ignoring payment, retainage, and damages terms
• Accepting unlimited indemnification

Takeaway: Negotiate the terms that carry risk — payment, retainage, change orders, schedule/damages, and indemnification — not just price.

Educational content — not legal advice. Have contracts reviewed by an attorney.