Material changes
The four that move real terms — money, time, obligation, and risk.
Hurts your side
Payment window stretched from 30 to 45 days
Was"Client shall pay each undisputed invoice within thirty (30) days of the invoice date."
Now"Client shall pay each undisputed invoice within forty-five (45) days of the invoice date."
Why it matters. You'd wait an extra 15 days to be paid on every invoice — slower money in the door.
Hurts your side
Liability cap doubled, from 1x fees to 2x fees
Was"…each party's total liability under this Agreement shall not exceed the total fees paid by Client under the applicable SOW in the twelve (12) months preceding the claim."
Now"…each party's total liability under this Agreement shall not exceed two times (2x) the total fees paid by Client under the applicable SOW in the twelve (12) months preceding the claim."
Why it matters. If something goes wrong, the most you could be on the hook for just doubled.
Hurts your side
New data-breach indemnification added (Section 5)
Was(no equivalent clause in v1)
Now"Service Provider shall indemnify and hold Client harmless from any losses arising out of a breach of Client data in Service Provider's possession, including the costs of notification and credit monitoring."
Why it matters. A brand-new obligation on you — you'd cover the client's breach costs — and because indemnity is carved out of the liability cap, this exposure isn't limited by it.
Helps your side
Termination-for-convenience notice extended from 30 to 60 days
Was"Either party may terminate this Agreement, or any SOW, for convenience upon thirty (30) days' written notice to the other party."
Now"Either party may terminate this Agreement, or any SOW, for convenience upon sixty (60) days' written notice to the other party."
Why it matters. If the client walks away, you get twice the runway before the work — and the revenue — stops.
Minor changes
Real, but small — wording, a rename, an address.
Helps your side
Late-payment interest added at 1.5% per month
Was(no late-payment interest term in v1)
Now"Undisputed invoices not paid when due shall accrue interest at one and one-half percent (1.5%) per month."
Why it matters. You can now charge interest when the client pays late — some cushion against the longer payment window.
Neutral
"Consultant" renamed "Service Provider" throughout
WasNorthwind Consulting LLC ("Consultant")
NowNorthwind Consulting LLC ("Service Provider")
Why it matters. Just a defined-term rename, no change in meaning — worth a skim to confirm every reference was updated consistently.
Neutral
Notice address updated
WasAcme Retail Co., 100 Market Street, Suite 200, Madison, WI 53703
NowAcme Retail Co., 4500 Commerce Parkway, Suite 700, Madison, WI 53719
Why it matters. Where formal notices must be sent has changed; update your records so a notice doesn't go to the old address.
Cosmetic changes
No change in meaning — numbering, labels, formatting.
Neutral
Sections renumbered after a new section was inserted
The new data-security section landed as Section 5, so the old Sections 5–8 (Limitation of Liability, Confidentiality, Notices, Governing Law) shifted down to 6–9. No wording changed in the shifted sections beyond their numbers.
Neutral
Header label and date updated
The draft header changed from "DRAFT v1 / Dated: January 14, 2026" to "DRAFT v2 (Client redline) / Dated: March 3, 2026."