Most contract disputes come from a handful of clauses that looked harmless when signed. Check these fifteen before you sign anything.
Money
- Payment terms - "within 90 days of invoice", or "upon client's satisfaction". Ask for 15-30 days from invoice and objective acceptance criteria.
- No late-payment interest. Add it. In India, Udyam-registered micro and small suppliers are entitled to payment within 45 days and to compound interest at 3x the RBI bank rate on delays (MSMED Act).
- Unlimited liability - you're liable for all losses. Cap it, typically at the fees paid in the last 12 months, and exclude indirect losses.
- Uncapped indemnity - especially for things outside your control. Limit to your own breach or negligence.
Work and scope
- Vague scope - "and other related tasks". List deliverables; changes in writing with extra fees.
- Unlimited revisions. Specify a number.
- Acceptance by silence going the wrong way - "deemed rejected if not approved". Flip it: deemed accepted after X days.
Ownership
- IP assignment of everything - including your pre-existing tools, templates and know-how. Assign only the deliverables, after payment; keep a licence to your background IP.
- Moral rights waiver / no portfolio use. Ask for the right to show the work.
Exit
- One-sided termination - they can end any time, you can't. Make it mutual, with notice and payment for work done.
- Auto-renewal with a short cancellation window.
Restrictions
- Non-compete. In India, post-employment non-competes are generally void under Section 27 of the Contract Act; restraints during employment can be valid. In the US, several states (e.g. California, Minnesota, North Dakota, Oklahoma) ban most non-competes.
- Non-solicit that's really a non-compete (can't work with anyone in the industry).
- Training bonds / penalty clauses - courts generally allow only a genuine pre-estimate of loss, not punishment.
Disputes
- Unfair dispute clause - courts or arbitration only in the other party's city, or arbitrator chosen by them alone. In India, unilateral appointment of a sole arbitrator by one party has been held invalid by the Supreme Court.
How to push back
Ask politely, with a reason and a fair alternative: "Could we cap liability at fees paid in the previous 12 months? That's standard for engagements of this size." Most counterparties accept reasonable edits.
Paste your contract for a sign / don't-sign verdict, risky clauses ranked, rewrites and the email to send.