See what a contract review can look like

Contractor shall indemnify, defend, and hold harmless Client and its affiliates from any and all claims, losses, liabilities, damages, costs, and expenses arising out of or related to the Services, regardless of cause, including claims resulting in whole or in part from Client's acts, omissions, or business decisions.

The contractor could be responsible for almost any claim connected to the project, even if the client contributed to the problem. The clause also requires the contractor to pay defense costs, which can become expensive quickly.

Ask to narrow this to third-party claims caused by the contractor's breach, negligence, or willful misconduct. Consider adding a liability cap and excluding claims caused by the client's own acts or instructions.

All work product, drafts, concepts, source files, deliverables, and related intellectual property shall be the sole and exclusive property of Client upon creation, whether or not Contractor has received payment for the Services.

The client would own all drafts, concepts, source files, and work product immediately, even if the contractor has not been paid. That creates leverage against the contractor if there is a payment dispute.

Change ownership transfer so final deliverables transfer only after full payment. Keep pre-existing tools, templates, portfolio materials, and background IP owned by the contractor unless they are specifically licensed.

Final payment shall be due within ninety (90) days after Client's written acceptance of all deliverables. Client may accept or reject deliverables in its sole discretion.

Payment can be delayed for up to 90 days after acceptance, and acceptance is controlled by the client. This could turn a short project into a long unpaid waiting period.

Ask for objective acceptance criteria, a short review window, and payment due within 15 or 30 days. Add that deliverables are deemed accepted if the client does not respond within the review period.

During the term of this Agreement and for eighteen (18) months thereafter, Contractor shall not provide similar services to any business operating in Client's industry without Client's prior written consent.

This looks broader than a normal non-solicit. It could stop the contractor from working with other businesses in the same industry for 18 months, even if those businesses were never introduced by the client.

Limit the restriction to named competitors, specific client contacts, or confidential information. Reduce the period and make clear that the contractor can serve the broader market.

Client may terminate this Agreement for convenience at any time upon written notice. Upon termination, Client shall have no further obligation except for amounts Client determines are undisputed and properly payable.

The client can terminate at any time, but the clause does not clearly require payment for work already completed or reserved project time.

Add payment for completed work, approved expenses, and any non-refundable deposit. If the contractor reserves capacity, consider adding a reasonable kill fee.

This Agreement shall be governed by the laws of the State of California, and the parties consent to exclusive venue in the state and federal courts located in San Francisco County, California.

California law and San Francisco venue may be reasonable if both parties are based there, but it can be inconvenient for an out-of-state contractor.

If the contractor is not based near San Francisco, consider negotiating remote dispute resolution, mediation first, or a more convenient venue.