Ensure balanced risk allocation, realistic SLAs, and enforceable liability caps on high-stakes B2B service contracts.
These common clauses routinely slip past non-lawyers and expose organizations to six-figure liabilities.
Capping vendor recovery to 1 month of fees while exposing vendor to unlimited client claims.
Permitting client to cancel abruptly without paying for unamortized setup costs or committed staffing.
Conflicting language between Statement of Work deliverables and broad legal disclaimers of fitness.
Permitting client unrestricted on-premise or code repository audits without prior written notice.
Severe liability imbalance: Client risk is artificially capped to 30 days while Vendor faces uncapped unlimited exposure.
Make the limitation of liability cap mutual and equal to 12 months of fees paid, with standard exceptions for intentional misconduct only.
Answers to legal and operational questions about risk detection and protection.
Typically 12 months of fees paid or payable under the applicable SOW. Higher caps should only apply to gross negligence or breach of confidentiality.
At least 30-60 days prior written notice, plus full payment for all work performed and non-cancelable third-party commitments.
The MSA establishes the legal framework, while SOWs define deliverables and pricing. Always ensure the SOW does not silently override key MSA liability protections.
Join agencies, SaaS founders, and freelance professionals using ContractGuard AI to sign contracts with 100% confidence.
No credit card required for free scans. 100% confidential.