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Scope creep & unlimited liability are common

Vague deliverables and no change-order process invite scope creep

Payment terms & quality clauses often favour the vendor

Governs all future work — get this wrong once

Territory & exclusivity need careful drafting

Profit share, exit, and deadlock clauses are critical

Governance and IP ownership must be explicit

IP assignment and non-compete scope vary widely

Obligations on both sides are extensive

Termination clauses and benefit terms need scrutiny

IP ownership and payment terms are common pitfalls

Overbroad NDAs can be unenforceable

Duration and geography must be reasonable under Indian law

Vague offers create future disputes

Keep termination terms clear

Vesting, exit, and IP assignment are non-negotiable

Drag-along, tag-along, and pre-emption rights matter

Anti-dilution and liquidation preferences need expert eyes

Valuation cap and discount rate must be modelled

Non-binding sections can still create expectations

Equity comp and IP carve-outs need precision

Title transfer, encumbrances, and possession date

Maintenance obligations and deposit terms vary widely

Common in India — license terms must be clear

Payment schedules and delay penalties are critical

Profit-sharing and completion milestones need detail

Scope of authority must be precisely limited

Data ownership, uptime SLAs, and liability caps

Usage restrictions and audit rights need review

Exclusivity, sublicensing, and royalty structures

IP ownership at delivery is the biggest risk

Liability disclaimers must match your actual practices

Sub-processor terms and breach notification are the most commonly missed clauses

Finality clauses and release scope must be precise

Seat and procedural rules significantly affect outcomes

Cap and carve-outs need specialist drafting

Confidentiality of proceedings is key

Broad definitions can be struck down

Uncapped POAs create serious risk

Delivery and defect clauses are most important

Warranty and returns terms vary by industry

Force majeure and lead time clauses

IP ownership of tooling and specifications

Exclusivity and minimum purchase obligations

Territorial rights and termination notice periods

Commission structure and territory need precision

Deliverable and IP usage rights

FTC/ASCI disclosure and content usage rights

Exclusivity and morality clauses

Quality control and sublicensing terms

Rights, residuals, and exclusivity windows