Critical Red Flags
Unlimited Liability: Making the service provider liable for 'lost revenue' or 'consequential damages'.
Ownership of Tools/IP: Client claiming ownership of your 'background technology' used to build their project.
Survival of Non-Compete: Clauses that prevent you from working in the industry for years after termination.
Ambiguous Payment Triggers: Tying payment to 'launch' which is out of your control as a backend provider.
Must-Have Clauses
Limitation of Liability: Capping total damages to the amount of fees paid in the last 6-12 months.
IP License v/s Assignment: Distinguishing between what the client 'owns' and what you 'license' to them.
Escalation Matrix: Who to talk to if a project stalls (Project Manager -> CTO -> CEO).
Payment Late Fees: Standard 12-18% annualized interest for corporate payment delays.
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