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Software Licensing: How can these Indemnity and Liability clauses be made more vendor friendly or neutral?

I have to agree with Jeremy and Dana in that this type of question is way too specific for Quora. Contractual negotiations are tricky because parties are given immense freedom to contract. Other than fraud and duress, there isn’t much black letter law to protect an inexperienced party from entering into a terrible agreement. I’m sure the large healthcare company you are negotiating with has an arsenal of attorneys doing everything they can to make the agreement as uneven as possible.

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