Contract Review#

Review and negotiate contracts effectively.

Key Clauses to Watch#

Liability & Indemnification#

• Limitation of Liability: Cap at contract value (not revenue)
• Indemnification: Who pays if something goes wrong
• Mutuality: Both sides should have same protections
• Exclusions: What's NOT limited (IP infringement, death/injury)

Termination#

• For cause: Breach + cure period (30 days standard)
• For convenience: Without cause, 30-90 days notice
• Termination fee: Breakage costs if early termination
• Survival: Which clauses survive termination (confidentiality, IP)

IP Ownership#

• Work for hire: Company owns deliverables
• Pre-existing IP: Clearly listed and excluded
• License grant: What rights does each party get?
• Improvements: Who owns modifications to pre-existing IP?

Contract Types#

Type	Use	Key Terms
MSA	Ongoing services	Scope, pricing, liability
SOW	Specific projects	Deliverables, timeline, acceptance
NDA	Confidential information	Definition, term, exclusions
SaaS	Software access	SLA, data, uptime
Contractor	Services	IP, independence, termination

Redlining Best Practices#

• Start with friendly language, escalate if needed
• Explain WHY you want each change
• Focus on high-risk clauses first
• Get everything in writing (email is sufficient)
• Know your walk-away points before negotiating