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Vern lives inside Microsoft Word as a side panel. Analyse contracts, flag risks, get suggested wording and apply redlines directly into your document. No uploading. No switching apps.

Acme_Corp_MSA.docx - Microsoft Word
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8. Limitation of Liability

8.1 Subject to Clause 8.3, neither Party shall be liable to the other for any indirect, special, consequential, or incidental damages arising out of or in connection with this Agreement, including but not limited to loss of profits, loss of data, or business interruption.

8.2 The total aggregate liability of the Supplier under or in connection with this Agreement shall not be limited and shall extend to all claims, losses, damages, costs and expenses howsoever arising.8.2 The total aggregate liability of the Supplier under or in connection with this Agreement shall not be limited and shall extend to all claims, losses, damages, costs and expenses howsoever arising. 8.2 The total aggregate liability of either Party under this Agreement shall not exceed an amount equal to 2x the total fees paid or payable in the 12-month period preceding the claim.

8.3 Nothing in this Agreement shall limit or exclude either Party's liability for (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot be limited or excluded by applicable law.

9. Indemnification

9.1 The Supplier shall indemnify, defend, and hold harmless the Client and its officers, directors, employees, and agents from and against all losses, damages, liabilities, claims, costs, and expenses (including reasonable legal fees) arising from or relating to any breach of this Agreement by the Supplier.

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Clause 8.2 - Limitation of Liability
Escalate
Deviation
Liability is uncapped. Your playbook requires a cap between 1x and 3x annual contract value. This clause exposes you to unlimited financial risk.
Contract Language
"The total aggregate liability of the Supplier shall not be limited and shall extend to all claims, losses, damages..."
Suggested Wording
The total aggregate liability of either Party under this Agreement shall not exceed an amount equal to 2x the total fees paid or payable in the 12-month period preceding the claim.
Clause 8.1 - Exclusion of Indirect Loss
Accept
Contract Language
"Neither Party shall be liable for indirect, special, consequential, or incidental damages..."
What are the biggest risks in this contract?
There are 3 key risks in this agreement:

1. Unlimited liability (Clause 8.2) - The supplier's liability is completely uncapped. This is the most significant risk. I'd recommend pushing for a cap at 2x annual contract value.

2. One-sided indemnity (Clause 9.1) - Only the Supplier indemnifies the Client. This should be mutual.

3. No termination for convenience - There's no right for either party to exit without cause. You should request a 30-day termination for convenience clause.
Can you draft a pushback email for the liability clause?
Subject: Proposed amendment - Clause 8.2 Liability

Hi [Name],

Thanks for sending through the MSA. We've reviewed the terms and would like to propose one amendment before proceeding.

Clause 8.2 currently contains no cap on the Supplier's aggregate liability. We'd propose amending this to a mutual cap at 2x the total fees paid or payable in the preceding 12-month period, with standard carve-outs for wilful misconduct and data protection breaches.

This is in line with market standard for agreements of this nature and protects both parties proportionately.

Happy to discuss further.

Best regards
Ask about this contract...
Capabilities

Everything you need, right inside Word

Analyse in Word

Open any contract in Word and run Vern's full review without leaving the document. Every clause analysed against your playbook.

One-click redlines

Vern suggests alternative wording for risky clauses. Hit "Apply" and the redline goes straight into your document. No copy-pasting.

Comments and highlights

Add Vern's analysis as Word comments. Highlight flagged clauses in the document. Share the marked-up version with your team or the other party.

Ask Vern in Word

Switch to the Ask Vern tab and ask questions about the contract. Draft negotiation points, get counter-proposals, write response emails. All without leaving Word.

How It Works

Three steps. No uploading required.

1

Open any contract in Word

Works with any .docx file. NDAs, MSAs, SoWs, supplier agreements. Just open the document as you normally would.

2

Launch Vern from Add-ins

Click the Vern add-in from the ribbon. The side panel opens and Vern begins analysing every clause against your playbook.

3

Review, redline, comment

Browse the results, apply suggested wording as redlines, add comments to flagged clauses and send the marked-up document.

Why It Matters

Contract negotiation happens in Word

Redlines get exchanged as Word documents. Comments get left in the margins. Track changes is how deals get done. But most contract review tools make you upload to a separate app, read the results there, then manually transfer suggestions back into the document.

Vern removes that friction entirely. The analysis, the suggested wording, the redlines - it all happens inside the document you're already working in. No context-switching, no copy-pasting, no extra steps between insight and action.

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Review contracts without leaving the document. Start free, open a contract, and let Vern do the review.

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