Contracts & negotiation

The HIPAA-mandated contract between a covered entity (or another business associate) and a vendor that handles protected health information.

The set of exceptions to a vendor's IP indemnity that exclude specific claim categories from coverage, typically modifications, third-party data, and combinations.

The contract clause that caps each party's total damages exposure, usually as a multiple of fees paid or a fixed dollar amount.

The umbrella contract that sets the legal terms of the customer-vendor relationship and gets re-pointed by every subsequent order form.

An indemnification structure where each party agrees to defend the other against specific categories of third-party claims, rather than only the vendor indemnifying the customer.

The deal-specific document that names the products purchased, the price, the term, and the start date, all sitting under the MSA's legal terms.

The contract addendum that defines deliverables, timeline, and price for a specific project sitting under an MSA.

A higher liability cap that sits above the standard limitation of liability for specific high-risk categories, usually data breach or IP indemnity.

A contract right for one or both parties to terminate the agreement without cause, usually with a defined notice period, regardless of the other party's performance.