June 22, 2026
By: Allan Galis, as published by The National Law Review
Every commercial lawyer has stared down the take-it-or-leave-it agreement. The enterprise software license. The supply contract with a prospective Fortune 50 business partner. The one-sided AIA offered by a general contractor on a nine-figure construction project. The product changes, but the dynamic never does. One side writes the rules. The other side absorbs the risk and signs anyway, because walking away costs more than staying.
We tend to think of that imbalance as a problem for small vendors and startups. It is not. This summer gave us the most expensive illustration of boilerplate risk in recent memory, and the party caught holding the bag was a town of 18,000 people. And the contract structure that put it there is already being repeated, with a far bigger event headed to Los Angeles in 2028.
The town that nearly lost the World Cup
Foxborough, Massachusetts, is home to Gillette Stadium, which means it is hosting a slate of 2026 World Cup matches. The greater Boston area stands to gain a fortune in tourism, hospitality, and global exposure. Foxborough itself got the bill.
Under the agreements tied to hosting, the town faced an unfunded public safety and security mandate of $7.8 million. For Boston, that is a rounding error. For Foxborough, a town of 18,000 people, it was a budget-breaking sum. The standoff dragged on until, with the clock running out, private stadium interests stepped in to front the money and the permits were issued.
The games went on. But the question worth considering is how a town that size ended up cornered into a multimillion-dollar obligation it never budgeted for and could not afford. The answer is not a story about soccer. It is a story about three contract provisions that most of us negotiate every week, scaled up to the size of a global tournament.
How the risk rolls downhill
High-leverage agreements like these protect the drafting party and push operational risk onto everyone below them. They do it with three familiar tools:
Indemnification that runs one way. In a normal commercial deal, indemnification is reciprocal. Each side covers losses caused by its own conduct. In an agreement like this one, the host is required to hold the governing body harmless against nearly everything, from third-party claims to operational overruns. The provision gets genuinely dangerous where it meets force majeure. Ordinarily a pandemic, a storm, or a cyberattack excuses both parties and suspends liability. Here, those same events can trigger the host’s obligation to pay. The organizer keeps its commercial upside no matter what happens. The counterparty insures the downside, including the events no one can predict or prevent.
Modification by fiat. Basic contract law tells us that amendments require mutual assent. These agreements carve out a major exception. The governing body reserves the right to revise technical specifications, security requirements, and operational standards on its own, and because those revisions arrive as mandatory directives rather than negotiated amendments, the host has to comply and fund them. One party controls the scope. The other party owns the obligation to pay for wherever that scope goes.
Disputes resolved on the other side’s turf. When a fight breaks out over who pays for all of this, the weaker party finds the exits were locked during drafting. These contracts route disputes into binding arbitration in a foreign jurisdiction, under the organizer’s chosen procedural rules. The 2026 World Cup agreements send disputes to Zurich, under Swiss law. The expense and friction of litigating overseas, under rules you did not draft and a system you do not know, is not a side effect. It is a deterrent. It makes compliance cheaper than raising a challenge, which is exactly the point.
The same playbook, headed to Los Angeles
If this looked like a one-time problem unique to FIFA, the 2028 Summer Olympics in Los Angeles should put that idea to rest.
The structure is the same. Extensive liability shifted onto the host city, paired with broad authority for the organizing bodies to dictate venue and resource commitments. The current arrangement caps the city’s share of cost overruns at $270 million, with the state of California responsible for the next $270 million. Beyond that, the city’s exposure is unlimited, and Los Angeles officials have spent months trying to nail down a services agreement precisely because they can see that open-ended liability coming. The city built in a contingency fund and specialized insurance covering cancellations, civil unrest, and communicable disease. Useful protections, all of them. But they do not change the architecture. The municipality is still the last line of defense for the financial risk of a private global enterprise.
In other words, the lesson of Foxborough is not history. It is a preview.
What this means for the rest of us
Most of us will never negotiate a World Cup. We will negotiate the smaller-stakes versions of the same agreement, but the lessons travel.
Read the appendices, not just the term sheet. The pricing and service tiers are where everyone’s attention goes. The operational directives, technical specs, and compliance standards buried in the exhibits are where the cost lives. If your counterparty can unilaterally rewrite those specs, they can quietly rewrite your cost of goods sold.
When you cannot get reciprocity, get triggers. If a genuine imbalance in leverage means you have to accept an asymmetric deal, negotiate for liquidity. An unexpected regulatory or operational cost should obligate the drafting party to provide bridge funding or accelerate a milestone payment, not leave you scrambling to cover it alone.
When you cannot cap everything, cap the worst of it. If reciprocal indemnification is off the table, fight to carve out the categories that can sink you. Overruns driven by the other side’s unilateral changes, and losses from force majeure events, are the first two that should come out of your baseline obligation.
Hosting a marquee event or landing a marquee customer is worth pursuing. The brand equity and economic upside are real, and the lesson of Foxborough is not that anyone should turn these deals down. It is that the time to trace every thread of the boilerplate is before the celebration starts, not after the invoice arrives.
By then, as Foxborough nearly learned the hard way, the cost of compliance can swallow the whole reason you signed.
