MSA fallbacks that keep deals moving
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Why fallbacks matter
When the other side pushes back, a clear fallback speeds decisions and avoids scope creep.
Five fallbacks to pre‑approve
Liability cap: 12 months fees or fixed amount. Carve‑out only for willful misconduct.
SLA credits: service credits, not refunds. Cap total at one month of fees.
IP ownership: vendor owns background IP; client gets usage license; custom work as defined deliverables.
Governing law: your home court first; agree on neutral venue only if needed.
Termination for convenience: 30 days’ notice, no penalty, pro‑rata fees.
How to use this
Put fallbacks in a one‑page playbook. Link to clause text. Train sales to spot triggers early.
