1. 'Sole discretion' anywhere
The other side rewrites the rule later. Replace with 'reasonable.'
2. One-sided rights
Only they can terminate, assign, or amend. Push for mutual.
3. Uncapped indemnification
You pay their legal bills with no ceiling. Cap at fees paid; make it mutual.
4. Auto-renewal with no reminder
Miss the date, owe another year. Demand written reminder + cap on rate.
5. Forced arbitration with class waiver
Limits remedies and prevents joining other employees. Strike if you can.
6. Perpetual confidentiality
Lifetime gag. Cap at 2–5 years.
7. IP transfer before payment
You can deliver and never get paid. Tie transfer to final payment.
8. 'As reasonably requested'
Open-ended scope. Replace with a fixed deliverables list and change-order pricing.
9. Forfeiture of deposits / equity
Lose what you've earned on a technicality. Add explicit carve-outs.
10. Distant jurisdiction
Litigation in their state, on their dime. Negotiate your home state or a neutral one.
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Not legal advice. For informational purposes only.