Three More Contract Clauses You Should Always Understand Before Signing

Author: Lindsay A. Compton

Date: January 28, 2026


In a prior article, we discussed why clauses like integration (entire agreement), choice of law/forum, and force majeure deserve close attention before you sign a contract. While those provisions often appear “standard,” they can have a major impact on your rights and obligations.

Below are three additional clauses that are just as important and just as easy to overlook.


1. Indemnification Clause
An indemnification clause shifts the responsibility of payment for potential loses, damages, or legal liability incurred by a party to a different person. In plain terms, it holds a party harmless should the explicitly stated scenarios occur in the future.  

Why it matters: Indemnification shift liability to another person or entity. For the party to which this burden is placed, indemnification provisions can require you to cover another party’s legal fees, damages, or settlements, even if you did not directly cause the problem. Some clauses are narrowly drafted, while others are extremely broad and can expose you to significant financial risk.

In many contracts, indemnification obligations apply after the contract ends, making them especially important to understand.

Example: A business hires a vendor, and the contract requires the business to indemnify the vendor for “any and all claims arising out of the agreement.” If a third party sues the vendor in connection with the work, even due to the vendor’s own negligence, the business may still be on the hook for defense costs and damages.

Tip: Look closely at who is indemnifying whom, what claims are covered, and whether the clause is mutual or one-sided. Indemnification language is often negotiable.


2. Attorney’s Fees Clause
An attorney’s fees clause determines whether one party can recover its legal fees and costs if a dispute arises under the contract.

Why it matters: Under Florida law, each party generally pays its own attorney’s fees unless a contract or statute says otherwise. An attorney’s fees clause can significantly raise the stakes of a dispute by requiring the losing party to pay the prevailing party’s legal fees, which can quickly exceed the amount actually in dispute.

Importantly, even if an attorney’s fees clause appears one-sided, Florida courts will typically interpret it as mutual, meaning either party may recover fees if they prevail, regardless of how the clause is written.

Example: A contract states that only the business may recover attorney’s fees if it enforces the agreement. If the other party ultimately prevails in a lawsuit, a court may still award attorney’s fees to that party despite the clause’s one-sided wording. 

Tip: Attorney’s fees provisions can strongly influence whether a dispute is worth litigating or settling. Always consider how the clause affects your leverage and risk before signing, especially when combined with indemnification obligations or other liability-shifting terms.

3. Waiver Clause
A waiver clause addresses whether a party’s failure to enforce a contract term right away means they lose the right to enforce it later.

Why it matters: Without a properly drafted waiver clause, a party who repeatedly overlooks a breach, such as late payments or missed deadlines, may be deemed to have “waived” their right to enforce that term in the future.

Most contracts include language stating that a waiver of one breach does not waive future breaches, and that waivers must be in writing.

Example: A landlord consistently accepts late rent without objection. Without a non-waiver provision, the tenant may later argue that the landlord waived the right to enforce strict payment deadlines.

Tip: Waiver clauses protect consistency and clarity. They allow parties to be flexible without permanently giving up contractual rights.


Why These Clauses Matter Together
Indemnification, attorney’s fees, and waiver clauses often operate behind the scenes, but they impact important rights, such as:

• Who bears financial responsibility in a future dispute;

• Whether you may be responsible for another’s party’s attorneys fees; and/or

• Whether contractual rights are preserved or unintentionally lost.

Ignoring these provisions can lead to unexpected liability, reduced leverage, and costly litigation.

Protect Your Interests with Compton Law, P.A.
Contracts should protect you, not surprise you later. Before signing, it is critical to understand how key provisions allocate risk, limit rights, and affect enforcement. Compton Law, P.A. assists clients with reviewing, drafting, and negotiating contracts to ensure they are clear, fair, and aligned with their goals. A careful review today can prevent disputes tomorrow.

Contact Compton Law, P.A. at (239) 268-4114 or follow the link below to schedule a time to discuss your contract before you sign.