Enterprise client sent me their MSA — what red flags should I look for?

First enterprise client ($50K annual deal). They sent over a 40-page MSA and said it's "standard." I can't afford a lawyer to review this. What are the main things I should watch out for?

Red flags to ctrl+F for:

• Unlimited liability - Look for liability caps. You want it capped at fees paid or some multiple
• Indemnification - Watch for broad indemnity clauses. You shouldn't indemnify them for their own negligence
• IP assignment - Make sure you retain ownership of your pre-existing IP and tools
• Termination for convenience - Can they cancel anytime without paying what's owed?
• Audit rights - Are they excessive?

Also check payment terms. Enterprises love Net-90. Try to negotiate to Net-30 or at least Net-45. Waiting 3 months for payment on a $50K deal hurts.

everything is negotiable btw. I've redlined 15+ enterprise MSAs. They always say "it's standard" but 90% of the time they'll accept reasonable changes if you push back professionally

watch out for "most favored nation" clauses. had one that said if I offer anyone else a lower price, I automatically have to give them the same. killed my ability to do startup discounts

Found unlimited liability AND unlimited indemnification. That seems... bad?

Yes, push back on both. Standard ask: liability capped at 12 months of fees paid, indemnification limited to third-party IP claims (not their own losses). Also make sure there's mutual indemnification - they should indemnify you too.

also: check jurisdiction. if you're in CA and they want disputes resolved in Delaware under Delaware law, that's expensive for you if something goes wrong. try to get your home state or at least mutual choice

Update: sent redlines on liability cap (12 months fees), mutual indemnification, and Net-45 payment. They accepted all three with no pushback. Apparently their legal team is used to vendors negotiating. Deal signed!