What General Counsel Actually Reviews Before Signing a Venue Contract

General counsel has three priorities when reviewing a venue contract: what can we be sued for, what can the venue walk away from, and what’s the financial exposure if this goes wrong. That’s it. They are not reading for event quality, vendor reputation, or whether the room will photograph well. They’re reading for liability.

The fastest way to get a venue contract through GC review is to address all three of those questions before the contract arrives on their desk.

The six clauses GC flags in venue contracts

1. Indemnification scope: who is on the hook for what.

Standard venue contracts often read: “Client agrees to indemnify, defend, and hold harmless Venue from any and all claims, damages, or losses arising from Client’s use of the facilities.” GC will read that and ask: what about claims arising from Venue’s negligence? If the venue’s staff drops a hot dish on a guest, the company should not be indemnifying the venue for that. GC will request mutual indemnification language: each party indemnifies the other for claims arising from their own acts or omissions.

This is a standard negotiated position for events at convention centers and major hotel properties. The venue’s legal team will accept it. Independent or historic venues sometimes push back, citing their insurance structure. If they won’t accept mutual indemnification, GC will want to confirm the venue’s GL coverage and make sure it adequately covers third-party bodily injury claims.

2. Limitation of liability: is the cap reasonable?

Most venue contracts cap the venue’s total liability at either the contract value or a stated dollar amount, often $100,000 or less. For a $400,000 conference at a convention center, a $100,000 liability cap means the venue has very limited exposure if they cause a catastrophic failure (venue becomes unavailable 48 hours before a 1,000-person event, for example).

GC will ask for the liability cap to equal the total contracted revenue, or for a carve-out that removes the cap entirely for cases of gross negligence, fraud, or willful misconduct. Convention center contracts often have more flexibility here than hotel contracts.

3. Insurance requirements: the additional insured structure.

The venue will require the company to name it as an additional insured on the company’s general liability policy. GC will confirm that this requirement is in bounds for the company’s existing policy. Most policies allow additional insured endorsements routinely. The issue arises if the venue requires a primary and non-contributory additional insured endorsement, meaning the company’s policy would pay first regardless of who caused the loss. GC may push back on that structure.

Request the venue’s own certificate of insurance simultaneously. GC will want to confirm the venue’s coverage is adequate and active. For historic mansion properties or private estates, the coverage levels vary widely.

4. Force majeure: what events excuse performance, and by whom.

Force majeure is a mutual clause: it should excuse both the venue from providing the space and the company from paying if a qualifying event occurs. GC will look at two things.

First, is the trigger list broad enough to cover realistic scenarios? “Acts of God, government orders, and natural disasters” is the minimum standard. GC for clients in regulated industries or those hosting government-adjacent events will want to add: labor disputes, public health emergencies affecting the venue’s licensed operations, and infrastructure failure beyond the venue’s reasonable control.

Second, is the financial consequence of force majeure symmetric? If the venue can terminate under force majeure and retain the deposit, but the company can only terminate under force majeure and receive a credit (not a refund), that’s an asymmetric clause GC will flag.

5. Audio and video recording rights.

Many venue contracts contain a clause stating that the venue retains the right to record, photograph, or stream events on the premises for their own promotional use without additional consent. For events involving sensitive business discussions, competitive strategy sessions, board deliberations, or client conversations, this clause is a material issue. GC will require it to be struck or replaced with: “Venue agrees not to record, photograph, livestream, or otherwise capture the event or attendees without prior written consent from Client.”

6. Dispute resolution: jurisdiction and mechanism.

GC will want disputes resolved in the company’s home jurisdiction or in a mutually agreed neutral location. If the contract specifies arbitration, GC will review the arbitration rules, the cost-splitting structure, and whether class-action waivers are included. For a standard corporate event, arbitration clauses are usually acceptable if the venue is well-established; GC’s concern is whether the forum selection clause creates a meaningful burden on the company if a dispute arises.

How to present the contract for fast review

Create a one-page cover memo for GC before sending the contract. The memo should list: total contracted financial exposure (venue rental + F&B minimum + AV + attrition maximum), the cancellation penalty schedule, the six clause areas you’ve identified (with page numbers), and the recommended edits you’re proposing before submission.

GC can review a contract in two hours when they have a roadmap. Without the roadmap, they’ll read the entire document start to finish and produce a list of questions that would have been answered by the cover memo. The cover memo is worth two hours of your time.

If your organization doesn’t have legal counsel reviewing event contracts above a certain dollar threshold, consider what that threshold should be. A $60,000 venue contract with poor indemnification language is not a small exposure.

The clause that trips up regulated industries specifically

For companies in financial services, healthcare, or government contracting, one additional clause category creates disproportionate risk: data and confidentiality. If the event involves discussions of patient data, client financial information, or government contract details, the planner needs to confirm that the venue contract doesn’t create any inadvertent data-sharing obligation.

Most venue contracts don’t address confidentiality at all. That’s fine for the venue; they’re providing a space. It creates an issue if the venue’s standard photography or marketing practices could result in incidental capture of whiteboards, presentations, or badge-level attendee information at a HIPAA-relevant medical meeting or a Reg-FD-sensitive investor briefing.

Add a confidentiality clause to the contract: “Venue and its employees agree to treat as confidential any business information, materials, or discussions that occur during Client’s event, and agree not to photograph, record, or disclose any such information without Client’s prior written consent.”

This language is standard for events at convention centers and major hotel properties that serve regulated industries. For venues without experience in this space, GC may want to negotiate more detailed terms.

What’s the venue type, contract value, and which jurisdiction is the venue in? Those variables determine which of the six clause issues is most likely to require negotiation.