Contract risk review
G5CFR23 models · 6 messages · Investor materials
Three clauses stand out. One is a genuine deal-breaker, two are negotiable. Here’s the full picture:
| Clause | Risk | Move |
|---|---|---|
| §7 Indemnity | Unlimited liability, one-sided | Push back — hard |
| §9 Liability cap | Conflicts with §7 carve-out | Align both clauses |
| §12 Auto-renewal | 12-month lock, 90-day notice | Reduce to 30 days |
The indemnity carve-out in §7.2 effectively transfers all platform risk to you. I wouldn’t sign as drafted.
Here’s a balanced mutual-indemnity clause that keeps §9’s cap intact:
Proposed language — §7.1
“Each party shall indemnify the other against third-party claims arising from its own gross negligence or willful misconduct, subject in all cases to the limitations set forth in Section 9.”
This mirrors market standard, survives the §9 cap, and removes the unilateral carve-out entirely.
This produces a clean, clause-by-clause HTML redline:
import difflib, pathlib
a = pathlib.Path("MSA_v2.txt").read_text().splitlines()
b = pathlib.Path("MSA_v3.txt").read_text().splitlines()
html = difflib.HtmlDiff(wrapcolumn=80).make_file(a, b, "v2", "v3")
pathlib.Path("redline.html").write_text(html)
print("→ redline.html ready for legal")Run it with both exports in the same folder — output opens in any browser.