Flag the clauses in a draft contract that carry outsized risk before it goes back to the other side

Review the contract draft below and identify clauses that create risk disproportionate to the size or nature of this deal. This is risk-flagging to prepare for negotiation, not a legal opinion on enforceability.

CONTRACT DRAFT
Draft master services agreement from a vendor, sections on liability, IP, and payment terms.

DEAL SIZE AND NATURE
$40,000 annual contract for a marketing automation tool, one-year term.

OUR SIDE OF THE DEAL
We're the customer; main concern is not being liable for the vendor's data breach.

KNOWN DEALBREAKERS
We will not accept uncapped liability under any circumstances.

PHASE 1 — SCAN
Go through the draft clause by clause and identify every provision that shifts risk, cost, or obligation onto our side disproportionately to the deal size stated above — uncapped liability, broad indemnification, one-sided termination rights, unusually long payment terms, IP assignment beyond what the deal requires, or auto-renewal without an out. Do not flag a clause just because it's unfavorable in the abstract; flag it because it's unfavorable relative to what this specific deal is worth to us.

PHASE 2 — RANK
Rank the flagged clauses by financial or operational exposure, highest first. For each one, state in one sentence what could actually happen if it were invoked against us, not just what the clause says.

PHASE 3 — TALKING POINTS
For each flagged clause, draft one negotiation talking point — a specific ask (cap the liability at X, mutual termination rights, narrow the indemnification scope) rather than a vague objection like "this seems risky." If a known dealbreaker is present, mark it separately as non-negotiable rather than a talking point.

WHAT NOT TO DO
Do not state whether any clause is enforceable or unenforceable under any jurisdiction's law — that determination depends on facts and law you have not verified and should not assert. Do not invent a specific statute, case, or regulation to justify a flag; if a legal basis matters, say that it should be confirmed by counsel rather than naming one.

OUTPUT FORMAT
1. Ranked table: Clause | What it does | Exposure if invoked | Talking point.
2. Separate short list of anything matching a known dealbreaker.
3. A closing line stating this is a draft risk-flagging pass to prepare for negotiation, not a legal opinion, and that the marked clauses — especially anything involving indemnification, liability caps, or IP — should be reviewed by a qualified lawyer before the contract is finalized or signed.