Fatal Contract Clause Directory
Explore the most dangerous clauses found in commercial Master Services Agreements, Independent Contractor Contracts, and Creator Deals. Each guide details real-world damage scenarios and provides battle-tested counter-clauses.
Uncapped Indemnification & Consequential Damages
Standard Remedy: Market standard limits total contractor liability to 1x the fees paid under the applicable SOW and expressly excludes indirect or consequential losses.
Overreaching Intellectual Property (IP) Assignment
Standard Remedy: Carve out contractor pre-existing background IP, open-source libraries, and make assignment contingent upon full receipt of payment.
Perpetual AI Training & Synthetic Likeness Exploitation
Standard Remedy: Expressly prohibit generative AI/ML model ingestion, voice replication, and synthetic persona creation, limiting usage strictly to unaltered deliverables.
Predatory Non-Compete & Client Exclusivity Restrictions
Standard Remedy: Strike non-compete covenants completely for independent contractors; replace with standard narrow non-solicitation of direct client personnel.
Remote Foreign Jurisdiction & Prohibitive Arbitration Traps
Standard Remedy: Mandate mutual neutral venue, small claims court carve-out up to $25,000, and requirement for informal bilateral negotiation before filing.
Unilateral Termination for Convenience with No Kill Fee
Standard Remedy: Enforce 14 to 30 days prior written notice, payment for all work-in-progress, and a non-refundable 25% project cancellation kill fee.
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