When a contract lands on a junior lawyer’s desk for review, attention often goes to the headline provisions: payment terms, scope, termination. But the clauses that quietly create real risk are usually the ones that look routine.
1. “Reasonable endeavours” vs “best endeavours”
These phrases are not interchangeable. “Best endeavours” obliges a party to take all reasonable courses of action available, even at a cost to itself. “Reasonable endeavours” only requires what a sensible party would do in the circumstances — and is far easier to satisfy. A junior lawyer signing off on a contract with “best endeavours” tied to a deliverable they cannot guarantee is creating exposure that may not surface until enforcement.
2. Limitation of liability carve-outs
A limitation clause is meaningful only if you also read what it excludes. The carve-out list — fraud, wilful misconduct, breach of confidentiality, IP indemnities — is where the real liability lives. Treat the carve-outs as the operative provision, not the cap.
3. Governing law and jurisdiction
For GCC contracts, governing law often defaults to the counterparty’s home jurisdiction. Even sophisticated parties miss the implication: enforcement, evidentiary standards, and remedies vary considerably between common-law and civil-code regimes. Before agreeing to a governing law clause, confirm where any dispute will actually be heard and whether the chosen court can grant the remedy you’d need.
These three deserve a slow read. Most others can be skimmed.