What the language means.
WHY THIS MATTERS
Signing something you do not understand is a real risk.
TERMS YOU WILL ENCOUNTER
- Indemnity: agreeing to cover the other party's losses in defined circumstances
- Liability cap: a limit on what either party can be claimed for
- Force majeure: what happens if events beyond control prevent performance
- Exclusivity: agreeing not to work with others
- Non-solicitation: agreeing not to approach their staff or clients
- Assignment: whether the agreement can be transferred
- Governing law: which jurisdiction applies
WHAT TO PAY ATTENTION TO
Anything creating an open-ended obligation Anything with no limit Anything requiring you to cover losses
THE INDEMNITY POINT
An unlimited indemnity can exceed the value of the work substantially.
Take advice before agreeing to one.
WHAT TO ASK
What this means in practice What the worst outcome would be Whether it is standard
WHAT NOT TO DO
Sign because it looks standard Assume you understand from context
WHEN TO TAKE ADVICE
Any term you cannot explain.
