Contracts are rarely as “standard” as we’d like them to be. Despite carefully designed contract templates and playbooks, real-world negotiations frequently push contracts outside the standard. A counterparty may insist on using their agreement. A vendor might push back on liability language in your standard agreement, or an internal stakeholder could modify just one clause, adding to the growing list of deviations. In other cases, a customer may simply insist on using their own contract. The reality is that most organizations must learn to live with non-standard agreements, and the challenge is not eliminating them, but managing them efficiently across the entire lifecycle, from creation to execution to ongoing management.
Standard Vs. Non-Standard: Do We Really Choose?
Standard templates provide efficiency, control, and consistency. Counterparty agreements may be unavoidable when negotiating with strategic customers or powerful suppliers. And sometimes, even small deviations from your template are necessary to close the deal. It’s less about choosing one over the other and more about how effectively you manage the variations that inevitably appear.
These deviations don’t mean the process has failed; they reflect the realities of doing business. The real challenge lies in managing these non-standard agreements efficiently by tracking changes, assessing risks, and ensuring obligations remain visible throughout the contract lifecycle.
Non-standard agreements are often signs of healthy negotiation and evolving business models. The real question is whether your organization treats them as one-off headaches or integrates them into a managed process. Those who do the latter gain insight into recurring patterns, uncover opportunities to refine their standards, and reduce the friction of future negotiations.
A Framework for Managing Non-Standard Agreements
The key to handling non-standard agreements isn’t avoiding them, but putting structure around how they’re created, reviewed, and managed. A practical framework often includes:
- Creation & Intake: Identify whether the contract is standard, counterparty paper, or a modified version of your template, and classify deviations as minor, material, or critical.
- Negotiation & Review: Use playbooks and fallback clauses to keep positions consistent, and track deviations systematically rather than relying only on redlines.
- Approval & Risk Assessment: Escalate only high-impact changes and involve cross-functional teams when changes and risks spill over into Finance, Legal, or Operations.
- Execution & Storage: Store agreements in a centralized repository and tag non-standard contracts for easy reporting and visibility.
Managing Non-Standard Contracts Post-Execution
The work doesn’t stop when the contract is signed. In fact, post-execution is where many organizations lose sight of their non-standard obligations. To manage them effectively:
- Track Obligations Proactively: Non-standard terms often introduce unusual reporting requirements, deadlines, or performance commitments. These must be clearly captured, whether in a system, spreadsheet, or tracker, so they are not buried in a filing cabinet after execution.
- Monitor Compliance & Obligations: Non-standard contracts often include unique requirements such as indemnities, audit rights, deliverables, or time-based actions. Regularly tracking and reviewing these obligations helps prevent disputes and ensures nothing slips through the cracks.
- Flag Renewal & Termination Clauses: Deviations in notice periods or auto-renewals can create surprises if overlooked. Whether tracked in a CLM system, Excel, or even a simple calendar process, proactive monitoring is essential.
- Update Playbooks & Templates: If the same or similar deviation appears across multiple agreements, it may be time to revisit the “standard” language to reduce negotiation friction.
- Conduct Periodic Audits: Reviewing a sample of executed non-standard contracts helps identify patterns, risks, and opportunities for simplification.
Tools, Processes, & People
Technology and process play an important role here. CLM platforms and AI tools can automatically flag contract deviations, extract key terms, and generate dashboards that highlight risk areas. Intake forms, approval workflows, and risk-rating matrices reduce bottlenecks. None of this works without people, empowered contract managers who can interpret the data, negotiate efficiently, and keep deals moving forward.
Non-Standard Agreements Don’t Have to Mean Non-Standard Management
Non-standard agreements reflect the realities of doing business in a dynamic, interconnected marketplace. But non-standard doesn’t have to mean unmanageable. With the right framework, supported by tools, processes, and skilled people, organizations can turn potential complexity into a controlled and efficient part of the contracting process.
At ABiz, we help organizations simplify, structure, and execute contracts more effectively, whether standard or non-standard. If your team is struggling to manage exceptions, reduce cycle times, or track obligations after execution, let’s connect.
Author: Nancy Nelson, President, ABiz Corporation, Contract Management Innovators