gabrielmoreira 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