You won't win every redline: how to decide which changes to ask for

Send a GC a subcontract with forty markups and you'll usually get one of two answers: "take it or leave it", or silence. Send three, each with a one-line reason, and you'll often get two of them.

Contract review isn't about eliminating risk. It's about deciding which risks you can live with, which you should price, and which are worth asking to change. Here's a simple way to sort them.

Hard asks: where the money is

These are the clauses that can turn a profitable job into a loss. Spend your leverage here.

• Getting paid at all. Pay-if-paid language, payment tied to forms you can't control, no outside date for payment.
• Unlimited exposure. Indemnity that covers the GC's own negligence, no mutual waiver of consequential damages, liquidated damages passed down in full without a cap.
• Losing claims on a technicality. Notice periods measured in hours, with the claim waived if you miss them.
• Signing up for documents you've never seen. Flow-down of a prime contract you haven't been given.

If a clause can cost you more than your profit on the job, it belongs in this group.

Medium asks: worth raising, worth trading

• Retainage percentage and release timing
• What you're paid if the GC terminates for convenience
• Insurance requirements above what you already carry
• Back-charge procedures: notice before the GC fixes something and charges you

These are often negotiable, especially if you give something back.

Soft asks: mention, then let go

• Where disputes are heard, as long as it's in-state
• Dispute steps and mediation
• Boilerplate on assignment, notices and counterparts

Raise them in one line if they bother you, but don't let them crowd out the hard asks.

When the paper can't be changed

Some GCs, especially on public work, won't accept any changes to the subcontract. You still have options:

• Qualify your bid. List exclusions and assumptions in your proposal: what's in your scope, what isn't, which schedule you priced, what you assumed about access and sequence. A clear proposal can carry weight when the subcontract is silent or ambiguous.
• Price the risk. If you're accepting a tough clause, it should show up in your number or your contingency.
• Know your walk-away. Decide in advance which clauses you won't sign. It's easier to hold a line you drew before the pressure of a start date.

How to ask

• Keep it short. Two to five changes, each with a one-sentence reason a project manager can repeat to their boss.
• Offer the alternative, not just the deletion. "Payment within seven days of each progress payment, and within 30 days of our pay app regardless" lands better than a strike-through.
• Match the relationship. With a GC you've worked with for years, you may accept more. With a new one, you have less history to rely on, so the paper matters more.
• Get it in writing. If the PM agrees on the phone, confirm it in the signed version, not in an email.

The best redline is the one the GC can say yes to quickly. That means fewer asks, better chosen.