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master_services_agreement.pdf

Risk Score: 78/100 (High)

Contract Preview•Section 8: Indemnification

2 High1 Medium

8. INDEMNIFICATION & REIMBURSEMENT

§8.2Vendor shall defend, indemnify, and hold harmless Customer from and against any and all losses, damages, liabilities, costs, without limitation or cap whatsoever.

14. INTELLECTUAL PROPERTY RIGHTS

§14.1All intellectual property conceived, developed, or utilized during performance shall become the exclusive property of Client.

19. TERM, TERMINATION & RENEWAL

§19.3Agreement automatically renews for consecutive 1-year terms unless terminated in writing at least 90 days prior.

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Flagged Clauses3 flagged

Section 8.2 • Indemnification High

Uncapped Consequential Liability

The vendor agrees to indemnify without any liability cap, exposing you to unlimited punitive and incidental damages.

Section 14.1 • Intellectual Property High

Broad Background IP Transfer

Transfers proprietary tooling and pre-existing IP to the client without standard carve-outs.

Section 19.3 • Renewal Medium

90-Day Auto-Renewal Lock

Requires written notice 90 days in advance, exceeding standard 30-day industry windows.

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review_summary.pdf

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Risk Analysis

Flagged 3 high-liability clauses

3 Flags

§8.2 High Risk FlaggedIndemnification

"Vendor shall defend and indemnify Customer from all liabilities without limitation."

✓ Suggested Redline: "Liability capped at aggregate fees paid over the preceding 12 months with mutual carve-outs."

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