Media Center

Media Center

Standard clauses are like professions of love; If they aren't mutual, someone is going to get hurt.

Basically, the provider gets the uranium mine and the customer gets the shaft.

Amazing as it might sound, the provider versions of boilerplate clauses like limits of liability, indemnification, force majeure, and assignment rights are rarely mutual.

Only the provider’s performance may be excused for force majeure.  The provider’s limit of liability will be a month or two of service payments (sometimes only for “affected services”), while the customer’s liability is basically unlimited. The provider can assign its rights, and often its responsibilities, at will—the customer can only assign the contract with the provider’s consent. The forum for resolving any disputes is the provider’s headquarters city. And so on.

Sometimes the asymmetries appear in the paper that the providers give their customers to sign. More often they can be found in the providers’ on-line Terms of Service, Service Guides or Publications, which the written contracts incorporate into the parties’ agreement by reference (in as small and inconspicuous a manner as possible).

These clauses are not hard to negotiate in large commercial agreements; indeed, they are often among the easiest to fix as long as the customer doesn’t get greedy. But you have to ask.