THE TOP 100 CONTRACT ISSUES

Cope Thomas is the author of The Top 100 Contract Issues: A Plain English Guide for Understanding, Negotiating, and Writing Complex Contract Language.

This practical guide equips readers—whether acting as a buyer or seller—with the tools to identify, interpret, and confidently respond to the legal and commercial terms found in most business agreements. Written in clear, accessible language, the book demystifies legal jargon and offers step-by-step insights into the negotiation and drafting process.

The book is especially valuable for small business owners and entrepreneurs who may not have in-house legal counsel, or who need a more cost-effective way to review and understand their contracts. Whether you’re reviewing a software license, partnership agreement, vendor contract, or service terms, this book helps bridge the gap between legal complexity and practical business decision-making.

Organized into 11 focused chapters, it presents a detailed breakdown of the 100 most frequently encountered contract issues in modern business deals. Each issue is explained plainly, with guidance on what to watch for, how to negotiate better terms, and when to seek legal help.

Below is a summary of each chapter.

For a customized or in-depth contract review, please contact us for a high-quality, professional analysis.

Section I: Scope of Work

Section II: Changes

Section III: Limitation of Liability

  • Capped Aggregate Liability
  • Disclaimer of Sole and Exclusive Remedy
  • Disclaimer of Indirect and Consequential Damages
  • Other Exclusions from LOL
  • Duration of LOL

Section IV: Warranties

  • Standard Express Warranty
  • Eight Other Types of Express Warranties
  • Implied Warranties of Merchantability and Fitness for Purpose
  • Three Other Types of Implied Warranties
  • Duration of Warranty
  • Buyer Directed Repair
  • Timely Notice and Timely Repair
  • Disclaimer of Sole and Exclusive Remedy
  • Disclaimer of Indirect and Consequential Damages

Section V: Delivery, Risk of Loss, and Title Transfer

  • Delivery
  • Incoterms
  • Inspection and Acceptance
  • Time Is of the Essence
  • Risk of Loss
  • Substantial Completion and Risk of Loss
  • Warranty Repair and Risk of Loss
  • Title Transfer
  • Payment and Title Transfer

Section VI: Force Majeure

  • Enumerated Events
  • The Catch-all Clause
  • Foreseeability of Event
  • Excluded Events
  • Notice of Event
  • Causation and Degree of Harm
  • Schedule Relief from Event
  • Cost Relief from Event
  • Termination for Extended Event
  • Duty to Mitigate Damages

Section VII: Liquidated Damages

  • Liquidated Damages Events
  • Timely Notice and Cure Period
  • Calculation of Liquidated Damages
  • Reasonable Amount Requirement
  • Capped Liability
  • No Harm, No Foul
  • Disclaimer of Sole and Exclusive Remedy
  • Bonus Payment

Section VIII: Indemnity

  • Unilateral Indemnity
  • Reciprocal Indemnity
  • Named Indemnified Parties
  • Defend, Indemnify, Hold Harmless, and Release
  • Indemnity for Third Party Negligence Claims
  • Indemnity for One’s Negligent Acts
  • Broad-Form Indemnity
  • Knock-for-Knock Indemnity
  • Indemnity for Specific Circumstances
  • Buyer’s Property Damage
  • Causation
  • When Indemnity Claim Is Paid
  • Control of Defense
  • Duty to Mitigate Damages
  • Capped Liability
  • Disclaimer of Sole and Exclusive Remedy

Section IX: Insurance

  • Types of Insurance Policies
  • Specific Policy Requirements
  • Insurance Policy Exclusions

Section X: Suspension and Termination

  • Suspension for Convenience
  • Termination for Convenience
  • Termination for Material Breach
  • Notice of Termination
  • Cure Period
  • Automatic Renewal

Section XI: Dispute Resolution

  • Notice of Dispute and Discussion Period
  • Senior Management Review
  • Mediation and Arbitration
  • Judicial Review of Arbitration
  • Litigation
  • Exclusive Venue
  • Choice of Law
  • Cooperation