Contract & Terms Risk Spotting Gate

Section 7. Either party may terminate with 30 days notice. Client shall indemnify Provider against all claims arising from the engagement. Provider's total liability shall not exceed fees paid in the prior month. This agreement renews automatically for successive one-year terms unless cancelled 90 days before renewal.

VERDICT: REVIEW SUMMARY: Indemnity and liability are one-sided and the renewal window is long; worth raising before signing.

FLAGGED CLAUSES:

• Sec. 7 indemnity | Client indemnifies Provider for "all claims" with no reciprocal indemnity. | WHY IT MATTERS: open-ended, one-directional liability exposure.
• Sec. 7 liability cap | Provider's liability capped at one month of fees. | WHY IT MATTERS: very low cap relative to your uncapped indemnity. ONE-SIDED TERMS:
• Indemnity runs only from Client to Provider.
• Liability cap protects Provider only. VAGUE / AMBIGUOUS:
• "all claims arising from the engagement" is broad and undefined. MISSING PROTECTIONS:
• No mutual indemnity; no governing-law or dispute-resolution clause shown.

QUESTIONS TO RAISE BEFORE SIGNING:

• Can the indemnity be made mutual and limited to third-party claims?
• Can the renewal cancellation window be shortened from 90 to 30 days?

NOTE: This is a risk-spotting aid, not legal advice. For high-stakes items, consult a qualified lawyer.