Service Agreement Risk-Allocation Clause Checklist

This checklist is built for business owners, consultants, agencies, and service providers who want to read a service agreement for the clauses that decide who pays when the deal goes wrong, before they sign it.

The focus is the five risk-allocation clauses that rarely feel urgent at signing but control the real downside: indemnification, the limitation of liability cap, the waiver of consequential damages, warranties and disclaimers, and force majeure. For each one, the checklist gives the question to ask and the pattern to watch for.

It is a practical planning document, not a substitute for legal advice. If the engagement carries real money, a long commitment, intellectual property, or meaningful downside, the checklist should be paired with attorney review of the actual document.

What the PDF covers

• Indemnification: who indemnifies whom, for what, and whether the duty to defend is capped.
• Limitation of liability: whether a cap exists and whether it matches the real downside.
• Consequential-damages waiver: the indirect losses the cap may not reach.
• Warranties and disclaimers: reading the promise and the carve-out together.
• Force majeure: coverage, notice, a long-stop termination right, and whether payment pauses.