Blog
Useful information
Practical articles on contract risks, AI limitations, and responsible document workflows.
How to Review Suspension of Services for Non-Payment
Hunt the kill-switch: undisputed overdue trigger, written notice and cure, no suspend during a bona-fide dispute, restore clock — then add notice or walk.
Read
How to Review a UK IDTA Versus a UK Addendum in a Vendor DPA
Run the UK restricted-transfer test, pick IDTA or EU SCCs plus a UK Addendum, hunt filled tables and a Linked Article 28 DPA, then complete, swap, or walk.
Read
How to Review a Notice-and-Cure Period Before Termination for Cause
Write whether the notice names clause, facts and cure; split 10-day money from 30-day performance; name the incurable list; then lengthen, split, or walk.
Read
How to Review Software UAT and Deemed Acceptance Before Go-Live
Tie UAT pass/fail to a named spec, start the clock on readiness, kill silence or production-use deemed acceptance, then keep a written reject path or walk.
Read
How to Review a Change-Control Procedure in an MSA and SOW
Log named CR roles, an IA clock for scope, price, date and who pays, no work until a signed CO, and a named emergency paper-back — then tighten or walk.
Read
Consequential-loss exclusion: keep, split, or walk
Review a consequential-loss exclusion under English law: Hadley limbs, including vs standalone, wasted spend, carve-outs — then keep, split, or walk.
Read
How to Review Default Interest Against Statutory Late-Payment Interest
Log the named default-interest rate against the 1998 Act floor, test the substantial-remedy sticker, hunt a dispute freeze, then keep, raise, or walk.
Read
How to Review VAT-Exclusive Fees and a Withholding-Tax Gross-Up
Write exclusive or inclusive on the fee line, pay VAT only against a valid invoice, carve VAT out of any WHT gross-up, then cap or walk.
Read
How to Review an Injunctive-Relief Carve-Out Next to a Liability Cap
Log the stop-order next to a liability cap: money vs injunction, mutual named sections, irreparable-harm as a pleading aid — then mutual, narrow, or walk.
Read
How to Review Return or Destruction of Confidential Information on Exit
Review return vs destroy on exit: elect a dated window, demand a qualified officer certificate, name backup and legal-hold exceptions, write the cloud lag.
Read
Reverse-engineering ban in a software licence
Log a reverse-engineering ban: lawful-exception floor, pentest carve-out, ordinary API integration, and an escrow lift — then carve, narrow, or walk.
Read
How to Review a Background-IP Licence Versus Foreground Assignment
Attach a named Background list, assign Foreground on this invoice not the last one, licence embedded tools in perpetuity, then fence residuals or walk.
Read
How to Review a Moral-Rights Waiver in a Commissioning Agreement
Split the copyright assignment from a written signed moral-rights waiver, hunt paternity and integrity, then waive, carve out credit, or escalate.
Read
How to Review Subcontractor Flow-Down of MSA Obligations
Demand prior written consent for core work, named confidentiality, IP, security and ABC flow-downs, keep the prime liable, then see the extract or walk.
Read