Why fifteen, and why today?
Because a room will bargain with adjectives until a named list is on the table. Because a draft that exists while the indemnity is unread is already a bid. Because legal, asked on Friday for a Monday close, will give you a caveat, not a call. The list is a filter. If none of the fifteen are present, you still have a pack to read. If one is present and unread, risk cannot pass.
Not legal advice. The clause that would change the call belongs on a named ticket with a date. After that date it is a no-bid without another meeting.
- Unlimited liability. The downside is the firm, not the fee. Size it against a bad year. If you cannot, the axis fails.
- Uncapped consequential loss. Indirect, economic, loss of profit: the numbers that do not sit in a simple cap. Unread, it is a review at best.
- Unlimited indemnity. A promise to make the other party whole with no ceiling. If insurance does not respond to the clause as written, you are the insurer.
- Step-in without cause. The buyer can take the work, the people, or the subcontractors. Know what they step into, and what you are left holding.
- Novation on buyer terms. You can be moved onto someone else’s paper, mid-job, without a fight you will win. Flow-down is the job.
- Parent guarantee. Exposure goes up the group. If the parent will not sign, or the cap is the group’s bad year, stop before the bid entity looks cheap.
- Uncapped SLA abatement. The schedule, not the headline rate, decides whether the contract makes money. Uncapped is a risk fail until someone has sized it.
- Set-off against unrelated contracts. A dispute on job A withholds pay on job B. Cash-flow risk belonging on this axis, not in finance’s inbox after award.
- IP assignment of pre-existing material. Your method, your code, your prior reports, handed over. Strategy as well as legal: you may be selling the next three pursuits with this one.
- Security of payment carve-outs. Packs that try to contract out of the statutory regime. You fund the client. Put it on risk.
- Payment beyond 60 days, or back-loaded mobilisation. Working capital. A long start with no cash is a decision to bankroll the buyer.
- A mandatory you do not hold today. Certification, locality, panel, clearance. Held today, or the rest of this list is decoration.
- Evaluation criteria that name the incumbent’s stack. Not always a no-bid. Always a strategy question. If your only path is a fact they cannot score, you are not bidding to win.
- No-poach or non-compete on staff. Delivery capacity for years after the job. A small clause with a long tail.
- Lodgement format that fails on a filename. Late is fatal. Wrong format is often treated as late. If you cannot lodge conforming in the days remaining, capacity has failed.
What to do when you find one
Name it. Owner, date, what “cleared” looks like. If legal cannot clear it in the window, it is a no-bid. If the room wants to start writing anyway, that is the zombie, and the working should say so.
Do not send the whole pack to legal with “have a look.” Send the clause, the question, and the close date. Fifteen flags exist so that look has a beginning.