Indemnification Clause
The clause that decides who pays when someone outside the contract sues.
“If someone sues my customer over something connected to this deal, I pay — and how much I pay depends entirely on how widely this paragraph is written.”
Most of a contract is machinery. A few paragraphs decide what signing it actually costs you when something goes wrong. These are those paragraphs — what each one does, the wordings that make it dangerous, who it protects, and what is normally negotiable.
The clause that decides who pays when someone outside the contract sues.
“If someone sues my customer over something connected to this deal, I pay — and how much I pay depends entirely on how widely this paragraph is written.”
The ceiling on what a contract can cost you when it goes wrong — and the list of things the ceiling does not cover.
“If this goes badly, the most I can get back is this number — and these kinds of loss do not count towards it at all.”
The clause that renews a contract you meant to leave, because the window to say no closed months ago.
“Unless I remember to cancel during a specific window months before it ends, this contract continues for another full term — probably at a new price.”
Read the auto-renewal clause in fullThe clause that decides what you are allowed to do after the relationship ends.
“After this ends, I cannot do this kind of work, in this area, for this long — assuming the courts here will enforce it.”
Read the non-compete clause in fullGeneral information about common drafting patterns, not legal advice about your document.
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