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Slack
Jamie Chen is asking about your standard position on liability caps. Meridian Health wants it uncapped — needs an answer before EOD.
Urgent
Liability
Needs response today
Searched 7 executed agreements, 40+ email threads, and draft redline histories to map your liability cap positions.
Found template liability position — 12 months of fees paid in MSA §9
MSA_Template_v3.docx
Scanned 7 executed agreements across Legal and Contracts folders, deduplicated
Legal/Contracts/
Traced Apex MedTech exception — 24 months approved for deals over $300K ARR
Apex_MSA_executed.pdfRe: Apex liability cap
View 2 more steps
Standard position is 12 months of fees — consistent across 5 of 7 executed agreements.
Two deals went to 24 months — both exceeded $300K ARR with outside counsel approval.
No deal has ever agreed to uncapped liability. Recommend offering Meridian 24 months given deal size — confirm with CEO.
Prepare negotiation brief
Draft reply to Jamie
Review liability playbook
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01

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Gmail
Connected
2,847 emails found
Google Drive
Connected
341 documents found
Slack
Connected
1,204 threads found
4,412 items indexed ✓
indemnity cap
Instant results
Gmail
RE: Apex MSA — indemnity cap pushback
…standard position is 12 months of fees, but Apex is requesting uncapped…
Drive
MSA_Template_v3.docx — §9 Liability
…aggregate liability shall not exceed the total fees paid in the 12 months…
Slack
#legal — indemnity discussion with outside counsel
…confirmed our standard cap at 12mo fees, exceptions need CEO sign-off…
02

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JC
James Chen2 hr ago
NDA template review for Acme Technologies
NDA
SM
Sarah Martinez4 hr ago
Board resolution Q1 approval — needs sign-off by Friday
Governance
LP
Lisa ParkYesterday
Series B SPA final markup — anti-dilution provisions
Investment
PS
Priya Sharma
Action needed
Just now
Vendor agreement renewal — CloudSync Ltd annual terms
CommercialDeadline
Adidem caught what you’d have missed
Found original agreement
CloudSync_MSA_2024.pdf in Legal/Vendors/
Surfaced auto-renewal clause
§12.2 — auto-renews unless 30-day written notice
Located last renewal thread
RE: CloudSync renewal — approved by CFO Mar 2025
Auto-renewal in 11 days
30-day notice window closes March 29
03

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Learning your practice
89 contracts · 340+ redlines · 412 threads
§9.1 Liability Cap
Changed: 24mo → 12mo fees
redline
RE: Apex indemnity terms
"Our standard is 12 months..."
email
§4.3 Anti-dilution
Kept: broad-based weighted avg
redline
NDA — non-solicit comparison
Narrowed from 24mo to 12mo
clause
RE: Board resolution draft
Tone: direct, no hedging
email
§7.2 IP Assignment
Added: carve-out for pre-existing
redline
MSA — limitation of liability
Consistent: 12mo fees cap
clause
RE: Vendor pushback on cap
"We don’t do uncapped..."
email
Meridian_MSA_Draft.docx
New vendor agreement — needs your review
Incoming
Redlined in your voice
§9.1 Liability
uncapped aggregate liability→not exceed fees paid in the prior 12 months
Your position in 5 of 7 prior MSAs
§12.3 Auto-renewal
automatic renewal for successive 2-year terms→1-year terms with 60-day opt-out
Consistent with CloudSync and Apex terms
§14.1 Governing law
State of California→State of Delaware
All prior agreements use Delaware
JC
James ChenVP Sales
Slack

"What's our standard liability cap? Need to reply to Meridian before EOD."

PM
Priya MehtaHead of HR
Gmail

"Can you check if the non-compete in Raj's offer matches our current template?"

DK
David KimCFO
Gmail

"Did we agree to uncapped indemnification with Apex or was that NovaCare?"

SL
Sarah LinCEO
Slack

"Board deck due Friday — what's the latest on IP assignment status?"

TO
Tom OkaforEng Lead
Slack

"Are we cleared to use the open-source OCR library? License question."

AG
Anita GuptaProcurement
Gmail

"Vendor sent a revised MSA. Can you flag what changed from v2?"

MT
Mike TorresSales Ops
Teams

"Customer B wants our data retention policy — where's that doc?"

LN
Lisa NakamuraProduct
Slack

"Do we need a new DPA for the EU pilot with Meridian?"

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Who signed the MSA? What was the liability? When did the last amendment happen and why? Adidem pulls it together from your Gmail, Google Drive and Slack — contracts, emails, attachments, and the conversations around them.

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ML
Meridian Health Ltd
Healthcare SaaS · London, UK · Vendor since Jun 2022
7
Agreements
3 active
43
Email threads
since 2022
12
Slack mentions
last 90d
KEY CONTACTS
JC
Jamie ChenVP Sales
Primary commercial contact · Negotiated MSA v3
RM
Rajesh MehtaLegal Counsel
Handles DPA and compliance matters
SL
Sarah LinCEO
Approved liability cap exception (Mar 2024)
KEY TERMS ACROSS AGREEMENTS
Liability cap12 months of feesMSA v3 §9
Data processingUK GDPR · DPA signedDPA 2023
Auto-renewal30 days notice requiredMSA v3 §14
IP assignmentWork product assigned to usMSA v3 §11
INSTITUTIONAL MEMORY

Meridian pushed hard for uncapped liability during the MSA v3 negotiation (Sep 2023). We held at 12 months of fees — Jamie eventually accepted after we offered the 24-month exception pathway for deals over $300K ARR. Sarah signed off on that carve-out.

DPA was renegotiated in Nov 2024 specifically for UK data residency requirements after their GDPR audit flagged cross-border transfer issues. Rajesh handled this directly.

This vendor contract is for $400K. Do we need board approval to sign this?
REASONING TRAIL
SearchedBoard resolutions and governing documents for spending authority
→ Found approval thresholds in 3 documents
ExtractedCurrent spending authority from March 2025 board resolution
→ Vendor contracts: $500K · Employment offers: $250K · CapEx: $100K
Cross-referenced14 email threads for subsequent board modifications
→ No modifications to spending authority found
VerifiedSHA protective provisions in Schedule 3
→ Vendor contracts below $500K do not require investor consent
Confirmed$400K is within approved threshold
→ No board or investor approval required
No — you can sign this without board approval.

Your current vendor contract threshold is $500K, set by the board in March 2025. This $400K contract falls within that limit. No board vote or investor consent is required. 1

The SHA requires investor consent for any single commitment above $500K, so any scope increase pushing total value past that figure would trigger an approval requirement. 23

3 SOURCES
DriveBoard_Resolution_March2025.pdfSection 3 — Spending Authority
DriveSHA_SeriesA_Executed.pdfSchedule 3 — Protective Provisions
GmailRe: Q4 vendor budget — board discussionThread from Nov 2024
GmailBoard approval pending for ApexTech CRM contractThread from Oct 2025
Knowledge Index
Live sync
2,847
Documents
+12 today
1,204
Email threads
+38 today
89
Slack threads
+4 today
ATTENTION ITEMS
Cascade Robotics MSA renewal in 18 daysRenewalAction needed
Auto-renewal clause requires 30-day written notice to terminate. Current agreement value: $180K ARR.
Bloom Analytics — NDA exists, no MSA on fileCoverage gap
NDA signed Aug 2024. Sales team is discussing a commercial agreement in #sales-legal, but no MSA has been indexed.
Employment template v2 — material changes detectedVersion changeReview needed
Non-compete clause in §7 was shortened from 24 months to 12 months. IP assignment scope narrowed in §11.2.
3 vendors missing DPA agreementsCompliance gap
NovaCare, Finley Labs, and Orbit Analytics have executed MSAs but no DPA on file. Potential GDPR exposure.
RECENT ACTIVITY
Gmail
Re: Meridian Health — DPA renewal
New thread indexed · 3 attachments extracted
2 min ago
Drive
Q4_Board_Deck_Final.pptx
Document indexed · 4 legal references detected
8 min ago
Slack
#legal — NDA request for Bloom Analytics
Thread captured · Linked to Bloom entity
15 min ago
Gmail
Fwd: Signed MSA — Cascade Robotics
Contract extracted · New entity created
23 min ago

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