Many outsourcing contracts state that the parties will attempt to reach agreement on an important provision after signing. That's a mistake, according to Kriss, who advises clients to avoid leaving unresolved for two reasons. For one, the parties may not be able to reach an agreement. For another, he says, a court or arbitrator may be reluctant to impose a term without guidance in the contract.

"If such a[n open-ended] provision is unavoidable, consider stating in the contract that the parties agree to an arbitrator or industry expert supplying the missing agreement after hearing the parties' arguments and such decision will be binding and non-appealable," Kriss says.

Alternatively, if the contract does not specify a process for supplying the missing term, it should at least state what happens to the validity of the rest of the contract if no agreement is reached.

An outsourcing contract often states that the relationship can be terminated for "material breach." But as with damages, case law is unclear about the definition of , especially in a particular case, says Peterson.