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CONTRACTVendor MSA — TechCo ↔ Clauseium Pvt Ltd
14. Indemnification.

14.1 Each party shall indemnify and hold harmless the other party from and against any losses, claims, damages, liabilities, costs and expenses of any nature whatsoever arising out of or in connection with breach of this Agreement.

14.2 Notwithstanding clause 14.1, the aggregate liability of either party shall be limited to the fees paid in the preceding three (3) months, except for liability arising from gross negligence or wilful misconduct.

15. Governing Law & Jurisdiction.

15.1 This Agreement shall be governed by and construed in accordance with the laws of India and the courts at Bengaluru shall have exclusive jurisdiction.

15.2 Any dispute arising out of or in connection with this Agreement shall be referred to arbitration under the Arbitration and Conciliation Act, 1996...

Clause analysisLive ●
§ 14.2Limitation of Liability
High Risk

Liability cap is 3 months of fees — well below industry standard for SaaS MSAs in India.

Recommend uplift to 12 months fees; add a carve-out for IP indemnity and DPDP breaches…
ICA §73 · DPDP §33verified ✓
§ 8.1Data Protection
Review

Missing Data Principal rights and breach notification timeline under DPDP Rules 2025.

DPDP §8(1)verified ✓
§ 15.1Governing Law
Standard

Standard India seat — Bengaluru courts. Aligns with playbook.

Playbook ✓verified ✓

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§ 14.2High Risk
Limitation of Liability

Liability cap below India SaaS standard.

§ 8.1Review
Data Protection

Missing DPDP breach notification clause.

§ 15.1Standard
Governing Law

Bengaluru seat aligns with playbook.

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§ 9.3 Term & termination
Either party may terminate without cause with 90 days notice.
Either party may terminate for material breach with 30 days written notice and cure period.
Accepted · matches playbook v4

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§ 12 Indemnification (drafting…)
Each party indemnifies the other against breach, capped at 12 months fees.

Sourced from playbook v4 · ICA §73 verified

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Consent mechanismFound
Breach notificationMissing
DPA clauseFound
Cross-border transferNon-compliant
Data Principal rightsFound

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§73 Indian Contract Actverified
DPDP §8(1)verified
Companies Act §188verified

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ContractMSA — TechCo / Clauseiumv3

§ 14 Indemnification

Each party shall indemnify the other against any losses, claims, damages of any nature whatsoever arising out of breach.

§ 15 Data Protection

The Service Provider shall comply with applicable data protection laws and notify the Customer of breaches.

§ 16 Governing Law

Governed by laws of India; Bengaluru courts.

§ 14High

Uncapped indemnity — recommend mutual cap.

ICA §73 ✓
§ 15Review

Add DPDP §8(1) Data Principal rights.

DPDP §8(1) ✓

What Clauseium caught in a typical vendor MSA

  • Liability cap was 3 months of fees — flagged as below India SaaS norm; suggested 12 months with carve-outs.
  • Missing DPDP §8(1) Data Principal rights and breach notification timeline under Rules 2025.
  • Cross-border data transfer clause referenced GDPR but not DPDP — redrafted to comply with both.
  • Indemnity scope didn't carve out IP infringement — playbook deviation flagged.
0+
Contracts reviewed
across 400+ Indian companies
0%
Citation accuracy
verified against Indian Kanoon
0 min
Average review time
vs. 4.2 hours manual average
0.0Cr
Risk exposure caught
in the last 90 days

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