Useful Insights · Free tool
Commercial Contract Risk Matrix.
Pick the kind of contract you're signing. We'll show you the seven clauses most likely to quietly shift risk onto you — with the risk, and the remedy, in plain English.
1 · Choose your contract type
Showing risk levels for: Goods & Services agreements. Expand each to see the remedy.
2 · The seven clauses to watch
HighUncapped liability / no overall cap
The risk
With no aggregate cap, a single dispute can exceed the entire contract value — and reach your business's net worth.
The remedy
Negotiate a mutual cap (commonly 100–150% of fees paid in the prior 12 months), with narrow carve-outs only for things like IP infringement and breach of confidentiality.
HighNo consequential-loss exclusion
The risk
You could be liable for the other side's lost profits, lost opportunities and downstream losses far beyond the deal's value.
The remedy
Exclude indirect and consequential loss — and define it — bringing loss of profit, data and goodwill expressly within the exclusion.
MediumStretched payment terms (45–60+ days)
The risk
Long terms quietly fund the other party's business with your cash flow and increase bad-debt exposure.
The remedy
Push for ≤30-day terms, milestone or progress invoicing, interest on late payment, and a right to suspend work on non-payment.
MediumAsymmetric / one-way indemnities
The risk
You indemnify them broadly; they indemnify you narrowly or not at all — so risk only ever flows one way.
The remedy
Make indemnities mutual and proportionate, cap them, and tie them to fault — not open-ended "any claim arising".
WatchAmbiguous background-IP ownership
The risk
Your pre-existing tools, templates and know-how can be swept into "project IP" and lost, or licensed more widely than intended.
The remedy
Define Background IP vs Project IP clearly: you retain Background IP and grant only a limited licence for the project's purpose.
MediumUncapped liquidated damages
The risk
Open-ended delay or performance LDs can compound daily into a figure that dwarfs your margin.
The remedy
Cap LDs (e.g. a % of contract value), make them the sole remedy for delay, and ensure they're a genuine pre-estimate — not a penalty.
MediumVague variation & scope-creep mechanics
The risk
Without a clear change procedure, you end up doing extra work for free and arguing about what was "in scope".
The remedy
Require written variations with agreed price and time impact before work proceeds, and define what's expressly out of scope.
This tool is general information, not legal advice for your specific contract. Every deal is different — the fix depends on your leverage, the counterparty and the commercial context.
Put it to work
Want this run over your actual contracts?
Book a no-cost discovery call and we'll tell you, in plain English, where your real exposure sits.