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Payment Terms
IP & Ownership
Liability Caps
Termination
Scope Creep
Non-Compete
Indemnification
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Moderate Risk

Web Development Agreement

This contract contains several clauses that could expose you to financial risk, including unlimited liability and broad IP assignment.

1 HIGH 1 MEDIUM 1 LOW
High Liability & Indemnification
Unlimited Personal Liability
"Contractor shall be liable for all direct, indirect, incidental, and consequential damages arising from this Agreement without limitation."
This clause makes you personally liable for all damages with no cap. Standard practice is to limit liability to the total fees paid under the contract.
Medium IP & Ownership
Broad IP Assignment
"All work product, including tools, frameworks, and methodologies developed during the engagement, shall become the exclusive property of the Client."
This assigns all work product to the client including your pre-existing tools and frameworks. You should add a carve-out for pre-existing IP.
Low Payment Terms
Net-60 Payment Window
"Payment shall be due within sixty (60) days of receipt of invoice."
Payment due 60 days after invoice. Industry standard for freelancers is Net-15 to Net-30. This could strain your cash flow.
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Web Development Agreement — Analysis Results

AI Contract Chat Pro
Can I negotiate the liability clause to cap damages at the contract value?
Yes, absolutely. Section 8.2 currently states unlimited liability. A standard revision would be: "Contractor's total liability shall not exceed the total fees paid under this Agreement." This is a very common and reasonable negotiation point.
What about the IP clause? Can I keep my pre-existing tools?
Section 5.1 assigns all "work product" broadly. I'd recommend adding a carve-out: "Pre-existing IP and general-purpose tools, frameworks, and libraries remain Contractor's property, with a perpetual license granted to Client for project use."

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