The five contract clauses I see founders get wrong (not legal advice, truly)

I was a commercial lawyer for eleven years. I now sell contract templates. None of this is advice for your situation and you should pay someone for that. But these five come up so often that I would rather write them once.

1. Limitation of liability with no cap. If your contract does not cap what you can owe, the cap is "everything you have".
2. "Lifetime" with no definition. Lifetime of what? The customer, the product, the company? Define it. See the Lifetime Deal War for why.
3. Auto-renewal with no notice. In several countries this is unenforceable against consumers and you will refund the whole year.
4. Contractor agreements that do not assign the code to you. By default, in many places, the contractor owns what they wrote.
5. Terms copied from a company fifty times your size. Their terms promise things you cannot do, like a 99.99% uptime commitment.

Ask questions below and I will answer the general ones.

number 4 cost me five figures when i sold pingwell. buyer's lawyer found two contractors with no assignment. we had to track both down and pay them to sign. one was on a boat

Number 4 is the first thing my accountant checks. If the assignment is missing I either walk or take 10% off for the risk.

I feel seen by number 2 and I do not like it.

German addition to number 3: for consumers, after the first term the contract must be cancellable monthly. A yearly auto-renewal that locks them in for another year is not valid here.

Thank you, Fabian. This is why I say "several countries" and then stop talking.

Just went through a sale. Numbers 1 and 4 were both raised in diligence. I had read this thread a week after it was posted, fixed 4, ignored 1. Fix both.

New and working through the pinned threads. I copied my terms from a company with 400 employees and I promise a response time I have never once measured. Rewriting tonight.