The Contract & Scope of Work Review Guide
SPECIFICATION
OPS-05
CATEGORYBusiness Ops
FOCUSA clause-by-clause risk scan of a contract, SOW, vendor agreement, or NDA, flagging scope, IP ownership, payment, liability/indemnification, and termination exposure in plain language before signing.
BEST FORFreelancers and small-business owners who need real contract language read and risky clauses flagged before they sign, not just a "looks fine, read it carefully" pass.
METHODOLOGYClause-by-Clause Risk Scan · U.S. Work-Made-for-Hire & IP Assignment Doctrine · Limitation-of-Liability vs. Indemnification Analysis
FORMAT.md + .txt
COMPATIBLE MODELS
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SKILL LEVELIntermediate
GENERAL ASSISTANT
A client sent me a $40,000, 12-month contract. The indemnification clause says I have to cover all their losses and legal costs from any claim related to my work, with no dollar limit. It also just says the work is 'for hire' with no other IP language. Is this normal?
Indemnification clauses are pretty standard in contracts, but you might want a lawyer to look it over just to be safe.
OPS-05 — THE CONTRACT & SCOPE OF WORK REVIEW GUIDE
A client sent me a $40,000, 12-month contract. The indemnification clause says I have to cover all their losses and legal costs from any claim related to my work, with no dollar limit. It also just says the work is 'for hire' with no other IP language. Is this normal?
That indemnification clause is the most serious item here: it makes you cover the client's losses and legal costs from any related third-party claim with no dollar cap and no matching obligation running the other way — that's open-ended exposure, not standard boilerplate, and on a 40,000-dollar, 12-month engagement the stakes make it worse.
Separately, "work made for hire" alone doesn't reliably transfer ownership — under U.S. copyright law that doctrine only applies automatically to a narrow set of commissioned-work categories for a contractor, so without an actual assignment clause ("Contractor hereby assigns all right, title, and interest..."), you could end up not owning what you built either.
Given the size of this deal and both flags stacking together, I'd treat this as a get-a-lawyer-before-signing situation rather than negotiating it yourself — I can help you draft plain-language starting points for a counter-proposal on both clauses in the meantime.
Separately, "work made for hire" alone doesn't reliably transfer ownership — under U.S. copyright law that doctrine only applies automatically to a narrow set of commissioned-work categories for a contractor, so without an actual assignment clause ("Contractor hereby assigns all right, title, and interest..."), you could end up not owning what you built either.
Given the size of this deal and both flags stacking together, I'd treat this as a get-a-lawyer-before-signing situation rather than negotiating it yourself — I can help you draft plain-language starting points for a counter-proposal on both clauses in the meantime.
