Your First Big Customer Contract: What Startups Should Never Sign Without Reviewing

Derek Rapisarda, Founder and Principal Counsel at Align Legal

Derek Rapisarda

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Your First Big Customer Contract: What Startups Should Never Sign Without Reviewing

Landing your first big customer is a milestone every founder remembers. It validates the product. It brings in real revenue. And it often opens doors to even bigger opportunities.

But that excitement can also create pressure — pressure to sign quickly, avoid delays, and “not spook the customer.” That’s exactly where early-stage companies get themselves into trouble.

Enterprise contracts are not designed to protect you. They’re designed to protect them.

And if you don’t know what to look for, you can sign an agreement that shifts enormous legal, financial, and operational risk onto your company — sometimes without realizing it until the relationship goes sideways.

In this article, we’ll break down:

  • The contractual traps founders miss in big customer agreements
  • The downstream risks of signing “as-is”
  • What you should always negotiate
  • How to align your contracts with your stage, capacity, and product reality

Why Big Customer Contracts Are So Risky for Startups

Large companies operate from a position of leverage. Their contracts reflect that:

  • They assume unlimited resources on your end
  • They push liability down the supply chain
  • Their templates are designed for vendors far bigger than you
  • They rarely account for early-stage realities

Your first enterprise customer may generate $50K in revenue… but expose you to seven-figure risk.

The Clauses That Quietly Put Startups at Risk

1. Unlimited indemnification

This is the #1 clause that can bankrupt a company. Many contracts require you to cover any loss arising from IP claims, breaches, disputes, regulatory issues, and more.

2. Broad representations and warranties

Language that sounds harmless can create strict liability — such as guaranteeing error-free service or compliance with all laws.

3. Security and compliance obligations you cannot meet

Enterprise templates often assume SOC 2, 24/7 uptime, penetration testing, multi-region failover — commitments startups can't realistically meet.

4. Broad IP assignment clauses

Some agreements attempt to claim ownership over improvements, derivatives, or restrict servicing competitors.

5. Data use limitations

Certain provisions block aggregated analytics, performance benchmarking, product training, or core roadmap initiatives.

6. One-sided termination rights

If the customer can terminate for convenience but you can’t, the risk sits entirely with you.

The Business Costs of Signing Too Quickly

  • Delayed product launches
  • Costly re-architecture
  • Insurance gaps
  • Exposure to breach claims
  • Lost leverage in future deals
  • Diligence issues during fundraising

How Founders Should Approach Enterprise Negotiations

1. Establish your red-line terms upfront

Know your non-negotiables before the deal starts.

2. Right-size the contract to your stage

Adjust obligations to reflect your actual capabilities — security, compliance, warranties, liability.

3. Build a negotiation framework you can scale

Templates, fallback language, explanations, and playbooks reduce negotiation friction.

4. Bring legal in early, not at the end

Issues are fastest to resolve when identified proactively.

How Align Legal Helps

  • Review and negotiate enterprise customer contracts
  • Build scalable contract playbooks
  • Develop stage-appropriate risk frameworks
  • Protect IP, data rights, and product roadmap
  • Balance customer needs with operational reality

If your first big customer contract has landed — or is about to — we can help you navigate it with clarity and confidence.