Contract Review Red Flags

- **Uncapped indemnification** — If one party indemnifies the other without a liability cap, exposure is unlimited. Look for: "shall indemnify and hold harmless" without corresponding cap language. - **Unilateral indemnification** — Only one party bears indemnification obligations. Both parties should share risk proportionally. - **Broad indemnification triggers** — Watch for indemnification triggered by "any claim arising out of or related to" (extremely broad) vs. "claims arising directly from a breach" (narrow, appropriate).