Payment terms
Sign: net-15 to net-30 with deposit. Negotiate: net-60. Walk: net-90 with no deposit and no late fee.
IP transfer
Sign: transfer on final payment. Negotiate: transfer at signing with milestone deposits. Walk: full transfer with net-90 payment.
Indemnification
Sign: mutual, capped at fees paid. Negotiate: one-sided but capped. Walk: uncapped, one-sided, includes 'all claims.'
Termination
Sign: 14–30 days notice + payment for work in progress. Negotiate: notice with no kill fee. Walk: same-day cancellation with no payment.
Kill fee
Sign: 25–50% of remaining contract. Negotiate: scaled by milestone. Walk: no kill fee on a multi-month engagement.
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Not legal advice. For informational purposes only.