Let’s talk about a clause that looks protective — but often isn’t. If your IP indemnities are inside the liability cap, you may as well not have them. When a vendor provides tech, software, or data, their contract often includes an IP indemnity — 𝙖 𝙥𝙧𝙤𝙢𝙞𝙨𝙚 𝙩𝙤 𝙘𝙤𝙫𝙚𝙧 𝙮𝙤𝙪 𝙞𝙛 𝙩𝙝𝙚𝙞𝙧 𝙥𝙧𝙤𝙙𝙪𝙘𝙩 𝙞𝙣𝙛𝙧𝙞𝙣𝙜𝙚𝙨 𝙨𝙤𝙢𝙚𝙤𝙣𝙚 𝙚𝙡𝙨𝙚’𝙨 𝙞𝙣𝙩𝙚𝙡𝙡𝙚𝙘𝙩𝙪𝙖𝙡 𝙥𝙧𝙤𝙥𝙚𝙧𝙩𝙮. It sounds safe. But the fine print decides whether it actually prote

There’s one contract phrase I don’t really use on my drafts — but I got so used to it over the years, that I never redline it. “𝘗𝘳𝘰𝘷𝘪𝘴𝘪𝘰𝘯𝘴 𝘵𝘩𝘢𝘵 𝘣𝘺 𝘵𝘩𝘦𝘪𝘳 𝘯𝘢𝘵𝘶𝘳𝘦 𝘴𝘩𝘰𝘶𝘭𝘥 𝘴𝘶𝘳𝘷𝘪𝘷𝘦 𝘵𝘦𝘳𝘮𝘪𝘯𝘢𝘵𝘪𝘰𝘯 𝘴𝘩𝘢𝘭𝘭 𝘴𝘶𝘳𝘷𝘪𝘷𝘦.” It shows up in almost every template. You probably read it a thousand times. AI now generates it too. Nobody questions it. It’s like that default app on your phone you never open — you don’t know what it do

Let’s talk about something counter intuitive: When I review international deals for startups and investors, I often see dispute clauses that look fair — but in practice, put one side at serious risk. So more often than not, in cross-border contracts, symmetry can be a liability.