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It usually starts with a happy email. Your team has been talking to a U.S. client for months. There were calls across time zones, product walk-throughs, maybe a pilot project that went well. One morning you open your inbox and see the line everyone hopes for: “We’re happy to move forward.” The logo at the bottom might be a well-known tech company, a university, or a large corporation. It feels like a big step forward. And then you open the attachments.
It is not just one contract, it’s an email with 5 attachments. There is a Master Service Agreement with American-style legal language, a Statement of Work, a separate non-disclosure agreement, a data protection addendum full of privacy obligations, and a spreadsheet of security and privacy questions that looks more like an exam than a form.
On the surface, it is exactly what you wanted. This is the “yes” you’ve been working towards. But the moment you open the attachments, you realise you are no longer just selling a product or service. You are being asked to step into the world of U.S. contracts, privacy expectations and risk allocation.
How Contracts Usually Work in Asia and Why U.S. Paper Feels So Different
If your company is based in Hong Kong, Japan, China or elsewhere in Asia, the gap is obvious as soon as you start scrolling. In Asia, many deals are still done on the basis of a short services agreement, a signed quotation, a purchase order, or even just a two-page contract plus company chop. The focus is usually on price, scope and delivery dates, and much of the rest is handled through relationship, trust and ongoing conversation. Detailed privacy clauses, long security appendices and pages of fine grained risk allocation are rare unless the project is very large.
By contrast, the U.S. documents read like another universe. The main agreement is full of dense definitions and cross references that send you back and forth through the text. There are separate NDAs and data protection schedules, and a security questionnaire about privacy and controls that looks more like a compliance audit than a simple form. The problem is that this system quietly assumes you can read, understand and negotiate U.S. contracts, even if that is not yet true for your team, so what feels ordinary to them can feel like trying to enter a structure that was never designed with you in mind.
Real Talk: What Is Really Going On in Those Documents
From the American side, nothing unusual is happening. For a U.S. company, this is routine. Legal, procurement and security teams send out the same bundle of documents every week to make sure vendors keep information safe, respect confidentiality and share part of the risk if something goes wrong. They are not trying to test you personally, they are following their own internal rules and their regulators’ expectations.
Underneath all that, the U.S. company is really asking three simple questions:
- Can we trust you with our information and our customers?
- If something goes wrong, who is responsible for which part of the damage?
- Do you work in a way that fits our rules and our regulators’ expectations.
For many startups, small and medium companies in Asia, having their own in-house U.S. counsel is simply not realistic, and asking a large international law firm with U.S. attorneys to review every contract can easily cost more than the value of the deal itself. From your side, the picture looks very different. English may not be the first language of the team. The structure of the contract can feel unfamiliar. Phrases like “indemnify and hold harmless”, “unlimited liability”, “industry standard security controls”, and “applicable data protection law” blur together. The problem is not that your U.S. client is asking these questions. The problem is that many vendors feel they have no choice but to nod along and sign, even when they do not fully understand what those answers mean in practice.
The Quiet Risk of “Just Sign It”
It is very common for companies to tell themselves, “This must be standard, they are a big U.S. company,” just as they are about to sign everything as is. From an Asia perspective, asking to change terms can feel impolite or ungrateful, especially after finally getting a “yes”. In the U.S., though, contract negotiation is a normal part of doing business. Large companies expect some back and forth on key terms, and they often assume you will raise points that do not work for you.
That is why “just sign it” can be dangerous in subtle ways. Sometimes the contract makes the vendor responsible for almost any loss linked to the project, even if the root cause is outside their control. Sometimes there is no real limit on how much they might have to pay if there is a dispute or a data or security incident, which means one bad event could realistically threaten the entire business. Sometimes the data protection language promises security measures the company does not actually have yet, so they are technically in breach from the day the contract starts.
The same quiet risk appears again and again in a few familiar families of clauses. One is uncapped or very high liability, where a seemingly standard sentence can be the difference between a painful incident and a bankruptcy level exposure. Another is very broad indemnity language, where a vendor agrees to “defend, indemnify and hold harmless” for almost anything, including situations they do not control. Then there are warranty and performance promises that are drafted in absolute terms, so that any small deviation could be treated as a breach. On top of that, IP and licence provisions can quietly shift ownership of what you build, or give the client rights to reuse your work far beyond what you expected. Finally, strict privacy or security compliance wording can lock you into detailed standards and policies, even when you are not really processing personal data or sensitive data at all. Each of these areas, liability caps, indemnity, warranties, IP ownership and strict privacy clauses, could easily fill its own article, but in practice they often arrive together, tucked into the same set of documents.
Security questionnaires add another layer of pressure. A list of fifty or eighty questions appears, asking about encryption, incident response plans, audit logs, penetration testing, retention policies and more. The team does not want to lie, but they also do not want to look unsophisticated or lose the opportunity.
Under that kind of pressure, it is easy to underestimate what a single paragraph or checkbox can mean if something goes wrong later.
What I Actually Do at That Moment
This is the point where I come in. When that bundle of documents arrives and the excitement turns into anxiety, my job is to sit in the middle and help you turn the paperwork into something clear and bearable.
The first thing I do is straightforward but powerful. I read everything from your side of the table. I look at what the U.S. company is actually buying from you, how your service works in real life, what data you really see and what your internal processes look like today. Then I put the contract, the NDA, the data protection terms and the questionnaire back into that context. Instead of speaking in clauses and subsections, I explain what the client is really asking: how much they can trust you, what happens if something breaks and how you handle the information they give you.
From there, we start aligning the paper with reality. I trim back liability where it is clearly disproportionate to the deal. I narrow obligations so they match the services you truly provide, instead of every hypothetical risk someone could imagine. I reshape the data protection language so that it reflects the systems and safeguards you actually have, and we talk honestly about what might need to be strengthened over time. I also pay close attention to governing law and jurisdiction. Many U.S. contracts default to U.S. law and U.S. courts, which means that if there is a serious dispute you may need to hire U.S. litigators and fight on the other side of the world. If the client will not move on those clauses, I will at least make sure you understand what that choice really means and can decide whether the risk, cost and enforcement landscape are acceptable.
This work is not about picking a fight with the U.S. client. In most cases, both sides want the same thing: a stable relationship where everyone knows where they stand. My role is to translate, not to block. I explain to the American lawyers and procurement team how your business really works, why certain obligations are difficult or unreasonable for a company of your size, and how we can reword the contract so that their concerns are covered without placing all the weight on you. On your side, I can walk through the contract in plain English, Cantonese or Mandarin. Often, once things are explained in a language and style that both sides recognise, there is more flexibility than you might expect. And when there is not, you still have what many Asia vendors never get: a clear picture of the real legal risk before you decide whether to sign.
Working With Me Over Time
Once you have gone through this process a few times, U.S. contracts stop feeling like a storm of new problems and start to feel a little more familiar. You begin to recognise patterns in the way different American companies write about service levels, confidentiality, data protection, security, liability and dispute resolution. Instead of facing each new agreement alone, you can have someone to send it to who already understands your business and the way you like to work.
That is how I see my role. I am a Washington licensed U.S. attorney living and working in Seattle, but I grew up in Hong Kong and I speak English, Cantonese and Mandarin. I have sat on the in-house side, so I know how U.S. legal teams think, what they are really worried about and which clauses they themselves expect to negotiate. At the same time, I understand what it feels like to be the Asia side of the deal, with different legal assumptions, different business culture and limited time and budget for outside counsel.
I do not see this work as ticking a box on a single contract. My goal is to be the person you can turn to whenever U.S. terms land in your inbox, almost like having a U.S. general counsel on the outside. When a new contract or set of terms arrives, you do not have to start from zero or guess what is “standard.” You can ask, “Is this normal, what are the real risks here, and what are our realistic options?” My job is to answer those questions clearly, help you decide where to push and where to accept, and keep the relationship with your U.S. client on solid, honest ground.