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§ 8.2 — Indemnification High Risk
Unlimited indemnification obligation with no cap on liability. Consider adding a mutual indemnification clause with a liability cap.
§ 4.1 — Non-Compete High Risk
24-month non-compete with overly broad geographic scope. Recommend narrowing to 12 months and specific territory.
§ 12.3 — Governing Law Medium
Jurisdiction set to counterparty's state. Negotiate for neutral venue or your home jurisdiction.
§ 3.1 — Payment Terms Standard
Net-30 payment terms with standard late payment provisions. This is a fair and typical clause.

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