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Extracted terms are AI analysis until an attorney confirms them against the executed document.
Master Services Agreement — Johnson / Meridian
A. Johnson · Meridian Holdings LLC
- Effective
- 2025-03-04
- Expiration
- 2027-03-03
- Renewal
- Auto-renew, 60-day notice
- Governing law
- New York
- Dispute resolution
- Arbitration (demo placeholder)
- Clauses extracted
- 8
| Clause | Extracted language | Risk | Reason | Suggested review | Attorney |
|---|---|---|---|---|---|
| Limitation of Liability | Aggregate liability shall not exceed fees paid in the twelve months preceding the claim. | high | Cap may fall below the claimed milestone exposure. | Confirm whether carve-outs apply to payment obligations. | pending |
| Indemnification | Each party indemnifies the other for third-party claims arising from its breach. | moderate | Mutual, but notice mechanics are undefined. | Check notice and control-of-defense provisions. | pending |
| Payment Terms | Milestone invoices are payable within thirty (30) days of acceptance. | critical | Central to the disputed Milestone 3 payment. | Compare with change order #4 and the July correspondence. | revision |
| Termination | Either party may terminate for material breach after a 15-day cure period. | moderate | Cure notice may not have been served. | Locate any cure notice in correspondence. | pending |
| Governing Law & Dispute Resolution | New York law governs; disputes proceed to binding arbitration. | high | Arbitration clause may affect the chosen forum. | Verify enforceability and any carve-out for injunctive relief. | approved |
| Confidentiality | Confidential information is protected for three years after termination. | low | Standard term. | No action. | approved |
| Force Majeure | Neither party is liable for delays caused by events beyond reasonable control. | informational | Potentially raised as a delay defense. | Check whether opposing party invoked it in writing. | pending |
| Assignment | No assignment without prior written consent, not unreasonably withheld. | low | Standard term. | No action. | approved |