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Critical
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High
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Medium
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Missing Clauses
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This agreement is usable but creates material exposure for the vendor. Liability is uncapped for indirect losses, payment terms allow unilateral delays, and the IP clause assigns derivative work ownership without a clear license-back. Before signature, negotiate a balanced liability cap, add payment penalties, and tighten IP language around custom models and data outputs.
Clause excludes consequential damages for Client but keeps Vendor fully exposed with no monetary cap.
Recommended action: Set mutual cap at 12 months of fees, with narrow carve-outs for fraud and willful misconduct.
Invoices are payable "when operationally feasible" with no deadline, interest, or dispute window.
Recommended action: Add Net 30, late-fee mechanics, and a defined invoice dispute process.