## 📋 Triage — levels assigned by fixed rubric, not by opinion | Clause | Risk | What it covers | |---|---|---| | 7.2 | 🔴 HIGH | Client's unilateral short-notice termination right | | 7.3 | 🔴 HIGH | Ownership transfer of all deliverables | | 9.1 | 🟠 MEDIUM | Twelve-month restriction on competing work | ## 🔍 Clause by clause ### 🔴 7.2 **What it says** · The Client can end the Agreement whenever it chooses, for any reason or none, by giving you seven days written notice. You are not given the same right in this text. No payment obligation on termination is stated here, and no notice method or address is specified. **Risk level** · **HIGH** — power to terminate. The clause is one-directional in the text supplied: it names only the Client. Defined terms "Client" and "Agreement" were not supplied; the termination mechanism itself is stated in full. **What happens if it bites** · A retainer client serves notice. Seven days later the engagement ends mid-project. One of your three monthly income streams stops. The text states no obligation to pay for work in progress, so whether the fee for unbilled work survives depends on clauses not supplied. > **❓ Ask your lawyer:** *What does "this Agreement" cover, and what happens to fees for work I have already done but not yet invoiced when the seven days run out?* --- ### 🔴 7.3 **What it says** · When the Agreement ends for any reason, ownership of everything you produced up to that point passes to the Client. This includes unfinished drafts and versions never approved or delivered. "Vest" means legal ownership transfers to them. No payment condition on that transfer is stated in this text. **Risk level** · **HIGH** — transfer of assets and intellectual property. Borderline with UNRATED because "Deliverables" is a capitalised defined term not supplied to you; the higher level is assigned because the transfer mechanism operates whatever that definition contains. Missing: the definition of "Deliverables", and any clause tying transfer to payment. **What happens if it bites** · Clause 7.2 triggers this one. Seven days after notice, drafts, rejected concepts and route-not-taken directions become the Client's property. You cannot rework them for another client or place them in your portfolio unless a clause not supplied permits it. > **❓ Ask your lawyer:** *What exactly falls inside "Deliverables" here — does it reach my working files, source templates and material I created before this engagement began?* --- ### 🟠 9.1 **What it says** · During the engagement and for twelve months after it ends, you cannot supply similar services to any competitor of the Client. "Similar services" is not defined here. "Competitor" is not defined here. No geographic limit, sector limit or client-list limit appears in this text. **Risk level** · **MEDIUM** — a clause constraining how you operate, bounded by a fixed stated period of twelve months. Missing: definitions of "competitor", "similar services" and "Term". **What happens if it bites** · Clause 7.2 can start the twelve months on seven days notice. From that date you are restricted in taking brand design work from businesses in the Client's market, while replacing the lost retainer income. The size of the restricted pool depends on how "competitor" is read. > **❓ Ask your lawyer:** *How is "competitor of the Client" determined under this clause, and who decides whether a prospective client of mine falls inside it?* --- *This is a plain-language summary prepared to help you prepare questions. It is not legal advice and does not replace formal advice from a qualified professional on your specific circumstances.*