The short answer
The five clauses that cause the most trouble for small Ohio businesses are indemnity, limitation of liability, automatic renewal, termination and dispute resolution. Reading those five slowly, and negotiating them before signing, prevents most of the disputes we see.
Why do these clauses cause most contract trouble?
Price and scope get the attention during a deal because they are easy to understand. The clauses that decide who pays when something goes wrong sit near the end, written in dense language, and they are usually drafted by the other side. When a vendor misses a deadline or a customer stops paying, those terms decide your options.
"The clause you skim today is the clause a judge reads first when something goes wrong."Walter Penn, Business Counsel
Which five clauses deserve a slow read?
Each of the five decides what happens on a bad day rather than a normal one. Read them together, because a broad indemnity paired with a tiny liability cap on the other side is the combination that does the most damage.
| Clause | What to look for | A fair ask |
|---|---|---|
| Indemnity | You cover losses you did not cause | Limit it to your own negligence |
| Liability cap | Their exposure capped at a tiny amount | Cap tied to fees paid over 12 months |
| Automatic renewal | Long renewal terms with short notice windows | 30 to 60 day notice, calendar reminders |
| Termination | Only one side may exit | Mutual exit for cause and convenience |
| Dispute resolution | Out-of-state venue or costly arbitration | Franklin County venue, mediation first |
What should you do this week?
- Mark the five clausesHighlight them on the first read so they get real attention.
- Write down your asksList the changes you want in plain language before negotiating.
- Get a second readSend the draft to counsel with your list attached.
What are the key takeaways?
- Read indemnity, liability caps, renewal, termination and venue slowly.
- Ask for mutual terms whenever one side holds all the rights.
- Keep a calendar of renewal notice deadlines.
- Have counsel review any contract worth more than a month of revenue.
What else do readers ask?
Often, yes. Many vendors accept reasonable edits, especially on renewal and venue terms, when the request is specific.
It can be. Ohio courts look at the words and conduct of the parties, so treat important emails with care.
For a typical vendor or customer agreement, a focused review of the risk clauses often takes less than an hour, longer if there are many exhibits.
What is the bottom line?
A slow read of five clauses is inexpensive insurance. If a contract matters to your business, have it reviewed before your signature makes the terms permanent.
By Walter Penn, Business Counsel. This article is general information about Ohio law, not legal advice for your situation, and reading it does not create an attorney-client relationship. Aldridge Penn Law is a fictional demonstration firm.
