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Vendor agreement · Clause 8.2
Elevated risk…this Agreement shall automatically renew for successive twelve (12) month terms unless either party provides written notice of non-renewal at least ninety (90) days prior to the end of the then-current term…
Auto-renewal trap.Miss one date and you're locked in for another year.
90-day window is unusually long — industry standard is 30. Ask for it.
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A freelance designer pasted a client agreement. Sixty seconds later — every trap, its exact clause, and what to ask for instead.
This client agreement pays on a clear milestone schedule, but hands over intellectual property before final payment, contains an unlimited indemnity, and lets the client cancel without a kill fee. Three clauses are worth negotiating before you sign.
Term
12 weeks, project-based
Payment
3 milestones, net-30
Net-30 on milestones slows cash flow
Termination
Client: anytime, no fee
No kill fee for cancelled work
IP transfer
On delivery of each milestone
Before payment clears
Governing law
Maharashtra, India
Revisions
Unlimited until acceptance
Scope trap
“Contractor shall indemnify and hold harmless the Client against any and all claims, losses, and expenses arising from the Services, without limitation.”
If anything goes wrong — even partly the client's fault — you could be liable for far more than the project is worth. Professional agreements cap this at the fees actually paid.
Suggested fix: Cap total liability at the fees paid under this agreement, and make the indemnity mutual.
“All right, title and interest in the Deliverables shall vest in the Client upon delivery of each Deliverable.”
Once you hand over a milestone, the client owns it — whether or not the invoice is ever paid. Your only leverage disappears.
Suggested fix: Make IP transfer conditional on receipt of full payment for that milestone.
“Contractor shall revise the Deliverables until accepted by the Client.”
With no revision limit and no acceptance deadline, a picky client can keep you working for free indefinitely.
Suggested fix: Two revision rounds per milestone; further rounds billed at your hourly rate.
“Fees shall be paid in three milestones as set out in Schedule 1.”
Payment amounts and triggers are specific and unambiguous — this protects both sides.
Kill fee — If the client cancels mid-project, you get nothing for reserved time.
Late-payment interest — No cost to the client for paying late means invoices drift.
Portfolio rights — Nothing lets you show this work to future clients.
Cap your liability
Mutual liability cap at total fees paid under this agreement.
Tie IP to payment
IP transfers on payment, not delivery — standard for independent work.
Limit revisions
Two rounds per milestone, then ₹2,500/hour for extra rounds.
If the project is cancelled after milestone 1, what happens to work in progress?
Will you accept a 25% kill fee for reserved capacity?
Clauselens is an AI analysis tool, not a law firm. Reports are for information, not legal advice.
Contracts that quietly lock you in for another term unless you cancel inside a narrow window.
Uncapped indemnities that put everything you own behind a ₹50,000 project.
They can terminate anytime; you're locked in with penalties. Clauselens flags the imbalance.
Assignments that capture your side projects, pre-existing work, or transfer ownership before payment.
Late-fee compounding, price-increase rights, clawbacks, and charges buried in schedules.
The clauses that should be there and aren't — kill fees, liability caps, notice periods, data rights.
Each type runs its own risk checklist — an NDA is checked for residuals clauses and smuggled non-competes, a lease for deposits and lock-ins, an offer letter for bonds and IP overreach.
Service & vendor agreement
Agency retainers, consulting engagements, vendor MSAs, and statements of work.
NDA & confidentiality
Mutual or one-way non-disclosure agreements before deals, hires, or pitches.
Job offer & employment
Offer letters, employment agreements, and appointment terms before you accept.
Freelance & client contract
Independent contractor agreements, project contracts, and client engagement terms.
Lease & rental
Residential and commercial leases, leave-and-license, and rental agreements.
SaaS & software terms
Subscription agreements, software licenses, and online terms of service.
Partnership & founders
Founder agreements, partnership deeds, LLP agreements, and shareholder terms.
Loan & financing
Personal and business loans, credit facilities, and financing terms.
Purchase & sale
Buying or selling goods, equipment, vehicles, or business assets.
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