Key Takeaways
- Essential terms to watch for in commercial agreements and service contracts
- What makes an NDA or MSA fair and enforceable
- How to spot red flags before signing
- When to involve an attorney
1. Confidentiality Clauses
- Scope of information covered
- Duration of confidentiality
- Exceptions to obligations
- Return or destruction of information
2. Termination Rights
- Conditions for termination (cause, convenience)
- Notice periods
- Consequences of termination
3. Indemnity & Liability
- Mutual vs. unilateral indemnity
- Caps on damages
- Exclusions (e.g., consequential damages)
4. Intellectual Property (IP)
- Ownership of created work
- Licensing rights and restrictions
- Use of trademarks and branding
5. Payment Terms
- Invoicing schedule
- Late payment penalties
- Reimbursement of expenses
6. Governing Law & Dispute Resolution
- State or country of jurisdiction
- Mediation or arbitration clauses
- Venue for dispute resolution
7. Representations & Warranties
- Statements of fact about authority, compliance, etc.
- Duration and scope of warranties
8. Non-Compete & Non-Solicit
- Duration and geographic scope
- Limitations on client or employee solicitation
9. Boilerplate Provisions
- Assignment clauses
- Force majeure
- Entire agreement clause
- Amendment procedures
10. Attachments and Exhibits
- Verify referenced schedules are attached
- Review incorporated documents for accuracy
Pro Tip
For complex or high-stakes deals, engage a startup-focused attorney to negotiate favorable terms and avoid costly surprises.