Automatic Renewal Clauses in Service Contracts: How to Draft Them So Clients Can't Claim Surprise
Signing a subcontract with one sentence about 'compliance with applicable laws' is not the same as flowing down your prime contract obligations. Insurance gaps, IP ownership failures, and indemnification blind spots are the predictable result. This article explains which obligations must expressly pass through to subs, how to draft each one, and the seven mistakes that leave primes holding the bag.
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You put 'governed by the laws of Delaware' in your service contract because someone told you Delaware courts are business-friendly. The problem: you're in Ohio, your client is in Texas, and neither party has any connection to Delaware whatsoever. This article explains what governing law and venue clauses actually do, when courts refuse to enforce them, and how to draft language that protects you when a real dispute arrives.
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Your service agreement says nothing about warranties — so you assumed you gave none. That assumption can be expensive. Under U.S. law, implied warranties attach to service contracts automatically, even when the word "warranty" never appears on the page. Disclaiming them properly requires specific language in a conspicuous location. This article explains what disclaimer wording actually holds up in court, what fails, and the five mistakes that void your clause entirely.
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Michael M.
Lawyer (content verification)