## Q14 key (Redline Mandate, drafting)
Score the redline against the mandate; each unmet mandate item and each forbidden concession is a candidate material failure.
1. Section 7 rewritten to a vendor IP defense-and-indemnity running to Bellhaven (defend, indemnify, hold harmless against third-party infringement claims), with customer indemnity, if any remains, narrowed to unlawful-use or customer-data claims; the wholesale one-way customer indemnity cannot survive.
2. Fallback used correctly if at all: IP indemnity may carve out claims arising solely from Bellhaven's combinations or modifications; nothing broader.
3. Section 8 cap raised to at least 12 months of fees; a separate supercap of at least 2x (or a stated figure of $4 million or more) for data-breach and confidentiality liability.
4. Cap exclusions added: indemnification obligations, confidentiality breaches, and vendor data-security obligations sit outside the ordinary cap.
5. The mutual consequential-damages exclusion and the payment-obligation carve-out are retained, not silently deleted.
6. Section 9: feedback assignment converted to a license; the assignment of Customer Data derivatives deleted; Bellhaven ownership of its data and derivatives stated.
7. Data use: no training or cross-customer improvement without prior written opt-in; aggregation and de-identification language cannot swallow the restriction.
8. Renewal: three-year auto-renewal cut to one year or less; no exclusivity introduced anywhere; vendor's license to Bellhaven materials limited to what is necessary to provide the service.
9. Rationale memo: within length, identifies the mandate items per change, and names a plausible hardest counter per section (expected: indemnity scope, supercap size, training-data restriction).