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Clause guides

Plain-English explanations of the individual clauses that carry the most risk — limitation of liability, indemnification, order of precedence, and the rest. What each one does, how it is usually drafted, and what a fair version looks like.

3 articles

Clause Guide
May 6, 202610 min
Limitation of liability clauses, explained in plain English
The liability cap is the single most consequential number in most commercial contracts, and it is usually one sentence long. How caps, exclusions, carve-outs, and supercaps fit together — and what a fair one looks like.
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Clause Guide
May 4, 202610 min
Indemnification clauses: who actually pays when things go wrong
Indemnity is where a third party's lawsuit becomes your bill. What defend, indemnify, and hold harmless each mean, why control of the defense matters more than founders expect, and how to spot a one-sided indemnity.
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Clause Guide
May 1, 20268 min
SOW vs MSA: which document wins when they contradict each other
The MSA sets the legal terms, the SOW sets the work — until the SOW quietly changes a legal term and nobody notices. How order-of-precedence clauses work and how to structure the pair so the answer is never ambiguous.
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