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Acme — Master Services Agreement.pdf
Acme — Master Services Agreement.pdf
2.4 MB · uploading
Section 8 · Indemnification
Vendor shall indemnify, defend, and hold harmless Customer from any third-party claims arising out of Vendor's gross negligence or willful misconduct.
Customer's sole remedy and Vendor's total liability under this Agreement shall not exceed the fees paid in the prior six (6) months.
This Agreement shall automatically renew for successive one-year terms unless either party provides 90 days' notice.
Each party shall maintain commercial general liability insurance with limits of not less than $2,000,000 per occurrence…
Agent
Agent · Risk review
Liability cap below market
6-month limit is well under the industry standard of 12 months.
Auto-renewal with 90-day notice
Standard renewal window is 30–60 days; this favors the vendor.
Mutual confidentiality survival
Survival period is acceptable but should be documented.
Suggested edit
"…shall not exceed the fees paid in the prior twelve (12) months."
Client email · Draft
Sarah,
Quick read on the MSA. Two items I'd push back on before signing — the liability cap (6 months; we should ask for 12) and the auto-renewal terms (90-day notice favors them).
Suggested redlines attached. Happy to jump on a call.
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