Article · 25 min read

The Startup Commercial Contracts Guide

Ryan Roberts · Startup Lawyer Free Intermediate

A startup lawyer's clause-by-clause breakdown from the vendor side: it explains that a liability cap does not erase risk, it prices it, and that the carve-outs (data breach, IP indemnity, gross negligence) are where startups get silently exposed even when the headline cap looks safe. It also nails the IP trap you asked about: vague ownership language that bleeds into templates, connectors, and background tech you need for your other customers.

  • The real fight is not whether there is a liability cap but which claims are carved out and left uncapped
  • Vague IP language can hand over background tech and reusable components you need for future clients
  • SLAs are legal promises, not sales copy; do not commit to uptime you cannot consistently hit
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The question it answers

  1. I'm doing a paid pilot with a big company and they sent a 20-page contract. What clauses actually matter?

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