Contracts · MTR-2026-0043

MSA review — Vertex × NorthStar Cloud

Client: Vertex Industries, Inc. · Attorney: M. Patel · Opened: 2026-05-02

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Need a turn on the attached MSA — focus on indemnity, IP, and termination for convenience.

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Acknowledged. Three flags so far: §9.2 indemnity is uncapped; §11 IP grants a perpetual license to derivatives; §14 termination-for-convenience runs only one direction (vendor side).

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**Red-flag summary (auto-draft):** Three high-severity issues — uncapped indemnity (§9.2), perpetual IP license to derivatives (§11), one-sided termination for convenience (§14). Recommend rejecting all three on first turn; counter with mutual cap, mutual termination right, and license scoped to the engagement.

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