The clause that matters most in your vendor contract is usually the one everyone skips.

It sits there looking harmless until a patent troll shows up. By then you cannot renegotiate it.

In 2025, patent trolls filed more than half of all U.S. patent lawsuits. In high tech, it was over 90%. More than half their targets were companies under $25 million in revenue. They are not chasing Apple. They are chasing companies your size, because companies your size settle.

The average defense cost runs around $4 million. When a demand lands for $100K, the math does itself - whether or not you did anything wrong. Max Clark walks through the one contract clause that decides whether your vendor fights alongside you or hands you the bill.

Questions to Ask Before Signing Your Vendor Contract

• We just got sued over software we bought and use normally. Why are they coming after us instead of the vendor? → 00:59
• If someone sues us because of our vendor's product, are they actually required to defend us? → 03:24
• Our contract says we're protected. How do I know that protection isn't full of loopholes? → 06:30
• If we're hit with a million-dollar lawsuit, how much is our vendor actually responsible for? → 07:30
• If our vendor wants to settle the lawsuit, do we have any say in that decision? → 08:11
• Can we lose our vendor's protection just because we didn't notify them fast enough? → 08:15
• What are the three contract clauses I should check before signing a vendor agreement? → 04:50

The Playbook

00:00 The Wi-Fi lawsuit that turned buyers into targets

01:45 Why trolls sue the user, not just the maker

03:15 Why smaller companies are the real targets

04:30 The clause most buyers skip on the way to signing

05:51 Defend vs. indemnify: the word that decides who pays

06:45 The combination loophole hiding inside normal use

07:30 When the liability cap makes protection meaningless

08:11 Settlement control, notice windows, and calendar traps

Resources Mentioned
One-page buyer field guide: the three clauses in plain English, the questions to ask, and what a buyer-friendly version looks like. Free download linked in show notes and on screen during the episode.

In re Innovatio IP Ventures (N.D. Ill. MDL 2303) — the Wi-Fi troll case from the episode cold open

Unified Patents 2025 Annual Review — source for the NPE filing data cited in the episode

About Signed
Signed is the podcast for buyers in a market built for sellers. Playbooks are the solo format - 10 to 15 minutes, one trigger, one specific play. 
New episodes weekly at itbroker.com/podcast. If the trigger in today's Playbook is one you're facing right now, book an intro call at itbroker.com. We help buyers make the right call the first time. 
Buy tech without regret. 
Follow: @itbrokerdotcom

Full Transcript
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