'Indemnify, defend, and hold harmless'
You pay the other side's legal bills if anything goes wrong. Cap it. Make it mutual.
'Sole discretion'
The other side decides — and you have no recourse. Replace with 'reasonable' or 'mutual.'
'In perpetuity'
Forever. For NDAs, push for 2–5 years.
'Force majeure'
Events outside reasonable control — war, natural disaster, pandemic, government order — that excuse performance.
'Liquidated damages'
A pre-agreed dollar amount owed on breach, instead of proving actual damages. Read carefully — it's a cap and a floor.
'Time is of the essence'
Deadlines are material. Missing one is a breach. Don't agree without realistic dates.
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Not legal advice. For informational purposes only.