Adversarial Contract Review

Here's an analysis of problematic clauses and suggested modifications:

1. SCOPE Problem: Allows unlimited scope changes without compensation Modification: "Material changes to scope shall be documented in writing and may require additional compensation as mutually agreed upon by both parties." Reasoning: Unlimited scope changes without compensation violates contract fairness principles and could be deemed unconscionable.

2. PAYMENT Problems:

• 90-day payment term is unusually long
• Subjective "unsatisfactory" standard Modifications:
• "Payment is due within 30 days of invoice receipt"
• "Deliverables must meet objectively defined acceptance criteria established in writing" Reasoning: Payment terms should be commercially reasonable and criteria for rejection should be objective and defined.

3. INTELLECTUAL PROPERTY Problem: Claims ownership of contractor's pre-existing IP Modification: "Client shall own work product specifically created for this engagement. Contractor retains ownership of pre-existing IP, with Client granted a perpetual license to use such IP within delivered work product." Reasoning: Taking ownership of pre-existing IP is overreaching and potentially unenforceable.

4. NON-COMPETE Problem: Overly broad in duration and scope Modification: "Contractor shall not provide similar services to Client's direct competitors for 12 months within [specific geographic region]" Reasoning: Non-competes must be reasonable in duration, geography, and scope to be enforceable.

5. TERMINATION Problem: Asymmetric notice requirements and compensation terms Modification: "Either party may terminate with 30 days notice. Contractor shall be compensated for all work completed through termination date." Reasoning: Contract terms should provide mutual obligations and protections.

6. LIABILITY Problem: Unlimited liability and assumption of all risks Modification: "Contractor's liability shall be limited to fees paid under this agreement and excludes consequential damages. Contractor warrants work will be performed in a professional manner." Reasoning: Unlimited liability provisions are often unenforceable and commercially unreasonable.

7. INDEMNIFICATION Problem: One-sided indemnification regardless of fault Modification: "Contractor shall indemnify Client for third-party claims arising from Contractor's negligent acts or willful misconduct." Reasoning: Indemnification should be proportional to actual fault.

8. CONFIDENTIALITY Problem: Overlong duration and overly broad scope Modification: "Confidentiality obligations shall survive for 2 years post-termination and exclude publicly available information." Reasoning: Confidentiality terms must be reasonable in duration and scope.

9. DISPUTE RESOLUTION Problem: One-sided venue selection and cost allocation Modification: "Disputes shall be resolved through arbitration in a mutually agreed location with costs shared equally." Reasoning: Dispute resolution should provide fair access to both parties.

General Recommendations:

1. Seek legal counsel before signing
2. Negotiate more balanced terms
3. Ensure all obligations are mutual where appropriate
4. Get specific acceptance criteria in writing
5. Cap liability at a reasonable amount
6. Define scope clearly with change control procedures

The current agreement heavily favors the client and contains several potentially unenforceable provisions. Many terms could be deemed unconscionable or against public policy in many jurisdictions.