Contract Guides
16 plain-English guides to the clause types that carry the most commercial risk. Written for founders and operators reviewing contracts without a lawyer on speed dial.
Looking for longer reads instead? Visit the blog →
Limitation of liability
Caps, exclusions, and carve-outs — what actually determines your downside when something goes wrong.
- What a Liability Cap Is Usually Doing
Plain-English view of caps as a budgeting tool that aligns exposure with deal value.
- Why 12 Months of Fees Shows Up So Often
Why prior-12-months of fees is a common starting point for subscription deals.
- Direct vs. Consequential Damages in Plain English
Practical examples of direct vs consequential damages for tech and services deals.
- Common Vendor-Side Carve-Out Patterns
Typical vendor positions on carve-outs and super-caps for data, IP, and confidentiality.
Indemnity
Who pays when a third party sues, how defense obligations work, and where uncapped exposure hides.
- What Indemnity Usually Covers (How Vendors Think About It)
Vendor-side overview of what commercial indemnities usually cover and why they focus on third-party claims.
- IP Indemnity vs. ‘Any Third-Party Claim’
How tightly scoped IP indemnities differ from broad “any third-party claim” language and why vendors push back.
- Defense, Settlement Control, and Caps
How control of defense and settlement interacts with liability caps and carve-outs.
- First-Party Losses Hiding in Indemnity
Ways first-party losses sneak into indemnity language and why that matters for caps.
Confidentiality & NDAs
Definitions, carve-outs, survival periods, and the operational obligations that outlast the deal.
- What Confidentiality Clauses Usually Cover
What’s actually protected by confidentiality language and how it ties to operational reality.
- Common Buyer-Side Carve-Out Patterns
How buyers carve out disclosures to regulators, advisers, and affiliates without blowing up NDAs.
- Typical Survival Periods
What 2–5 year survival actually means in practice and when trade secret survival makes sense.
- Vendor Perspective on Operational Obligations
How vendors think about security commitments, commercially reasonable efforts, and notice obligations.
Termination & renewal
Notice windows, cure periods, auto-renewal traps, and what you still owe after you leave.
- Termination for Convenience vs. For Cause
Why termination rights are really leverage, and how they change renewal economics and negotiation posture.
- Notice Periods and Cure Periods
How notice + cure windows affect timing risk, and what’s commercially normal in SaaS and services deals.
- Post-Termination Fees, Refunds, and Runoff
Where the money loop lives: prepaid fees, refunds, wind-down access, transition assistance, and data export windows.
- Auto-Renewal, Termination, and Notice Traps
How renewal clauses and termination clauses interact, and the common traps that create surprise lock-ins.
More on contract review over on the Clarioso blog, or try the free clause analyzers.
Commercial context only. This is not legal advice.