Free from a commercial attorney

7 clauses that have gotten founders burned.

Real clauses, plain English, what to check instead of what you're used to skimming past. Clause #1 is free below. Unlock the other 6 with your email.

1
Limitation of Liability

Why it burns founders: if this clause is missing, or capped too low, you can end up on the hook for damages that have nothing to do with what you actually got paid. Founders skip past it because it reads like boilerplate.

What to check instead: cap total liability at the fees paid (usually 12 months' worth), and make sure the cap applies to both sides, not just you.

Unlock the other 6, free

Indemnification, auto-renewal, IP assignment, personal guarantees, and two more. Sent to your inbox too, so you've got it later.

Please enter your name and a valid email.

No spam. Unsubscribe any time. See our Privacy Notice.

Sent. Scroll down, they're unlocked below too.

2
Indemnification

Why it burns founders: this is the clause that decides who pays if a third party sues over the deal. If it only obligates you to indemnify them, you're insuring their risk for free.

What to check instead: make it mutual, and scope it narrowly to claims actually caused by your own breach or negligence, not "any and all claims."

3
Auto-Renewal / Evergreen Terms

Why it burns founders: a contract that renews automatically unless you cancel by a specific date is a manufactured trap. Miss a 30- or 60-day cancellation window and you're locked in for another full term.

What to check instead: shorten the notice window or strike auto-renewal entirely, and calendar the cancellation deadline the day you sign.

4
IP Assignment / Work Product Ownership

Why it burns founders: broad "work made for hire" language can quietly sweep in tools, code, or templates you built before the engagement, not just what you built for it.

What to check instead: scope IP assignment to deliverables created specifically under that contract, and carve out your pre-existing IP by name.

5
Personal Guarantee

Why it burns founders: buried in an otherwise standard vendor or lease agreement, a personal guarantee erases the liability protection your LLC or corporation is supposed to give you.

What to check instead: read every signature block and any "guarantor" section closely. If it's there and you don't intend to personally guarantee the deal, strike it before you sign.

6
Termination for Convenience

Why it burns founders: if only the other side can walk away for any reason, with no notice or penalty, you're carrying all the risk of the relationship ending abruptly. This shows up constantly in vendor and reseller agreements.

What to check instead: push for mutual termination-for-convenience rights, or at minimum a real notice period (30-60 days) and payment for work already done.

7
Payment Terms & Right to Withhold

Why it burns founders: vague payment terms, or a clause letting the other side withhold payment "pending review" with no deadline, is how a completed job turns into an unpaid invoice for months.

What to check instead: fixed payment deadlines (net 15 or 30), a defined dispute process, and interest or late fees on anything paid past due.

Midly checks for all seven, automatically.

Before you send it or sign it, grounded in your own playbook, not a generic checklist. Your first 5 reviews this month are free.

Attorney-built  ·  No hourly billing  ·  Cancel anytime