The Contract Clause Library

Caps each party's total liability at fees paid in the preceding 12 months. Excludes gross negligence and willful misconduct.

Caps liability at fees paid with separate service credit regime for uptime failures.

Excludes indirect, consequential, and punitive damages for both parties.

Specifies obligations NOT subject to the liability cap — IP infringement, data breaches, confidentiality.

Sets a higher cap for carved-out obligations (e.g., 2x–3x annual fees) rather than unlimited liability.

Pre-agreed damages for specific breaches — typically late delivery or SLA failures. Must be reasonable to be enforceable.

Limits the available remedy for specific breaches to a defined action (e.g., re-performance or refund).

Each party waives its insurer's right to recover from the other party. Common in real estate and construction.

Caps liability per individual incident in addition to the aggregate cap. Prevents one event from consuming the entire cap.

Shortens the statute of limitations for bringing claims under the contract.

Each party indemnifies the other for IP infringement, negligence, and breach.

Vendor indemnifies customer for IP infringement claims with duty to modify or replace.

Vendor indemnifies for data breach costs — notification, credit monitoring, forensic investigation, regulatory fines.

Allocates responsibility for tax liabilities arising from the transaction between the parties.

Provider indemnifies for acts or omissions of its employees and subcontractors while performing services.

Provider indemnifies for regulatory penalties arising from Provider's non-compliance with applicable laws.

Comprehensive mutual NDA with five standard exclusions, compelled disclosure, and 3-year survival.

Requires return or certified destruction of all confidential materials upon termination.

Permits disclosure when required by law, court order, or subpoena — with notice and cooperation.

Permits use of general knowledge retained in unaided memory. Prevents NDAs from making people unemployable.

Sets the time period for confidentiality obligations and any exceptions for trade secrets.

Requires confidential information to be marked or identified as such. Provides process for oral disclosures.

Explicitly prohibits using confidential information for any purpose other than the stated business relationship.

All work product owned by client. Provider retains pre-existing IP with license back.

Protects employee's personal inventions created outside work. Required by law in many states.

Provider gets limited license for portfolio/case studies. Client retains ownership.

Each party retains pre-existing IP. Prevents accidental transfer of existing tools, frameworks, or code.

Requires disclosure of open source components and compliance with applicable licenses.

Waiver of moral rights (attribution, integrity) in deliverables. Necessary for full ownership transfer.

Grants the service provider a license to use customer feedback, suggestions, and ideas.

Source code held in escrow and released to customer if vendor goes bankrupt, discontinues product, or breaches.

Either party can exit with 30 days' notice for any reason.

Immediate termination upon material breach with 30-day cure period.

Auto-renews unless notice given. The #1 trap in vendor contracts.

Specifies which obligations survive termination.

Outgoing vendor must assist with migration for up to 90 days after termination.

Specifies post-termination obligations — completing in-progress work, delivering partial work product, final invoicing.

Allows termination if the account has been inactive for a specified period.

Allows termination of specific services or modules without terminating the entire agreement.

Net 30 with late interest, dispute mechanism, and suspension right.

Ties payment to deliverable acceptance with holdback for quality.

Formalizes how scope changes are requested, approved, and priced.

Right to audit records to verify financial and operational compliance.

Guarantees pricing at least as favorable as any comparable customer.

All future payments become immediately due upon material breach or default.

Allows deduction of amounts owed by the other party from payments due.

Specifies payment currency and which party bears exchange rate risk.

12-month restriction limited to direct competitors with garden leave.

12-month restriction on recruiting the other party's employees.

12-month restriction on soliciting the other party's customers.

Grants exclusive rights to provide specific services, with performance benchmarks.

Governs whether employees can engage in outside business activities during employment.

Prevents companies (not individuals) from hiring each other's employees during and after the engagement.

Governs personal data processing, storage, and transfers. Required for GDPR/CCPA.

Requires encryption, access controls, audit rights, and breach notification.

Required when vendor handles PHI. Establishes HIPAA compliance and breach notification.

Specifies retention period and permanent deletion after termination.

Restricts vendor's sub-processors and requires equivalent data protection.

Governs international transfers of personal data with appropriate safeguards.

Confirms customer owns all data input into the vendor's system. Vendor gets limited processing license only.

Defines timeline, content, and process for notifying customer of a security incident or data breach.

Requires good-faith mediation before litigation. Resolves most disputes faster.

Binding arbitration — faster but limited appeal rights.

Specifies which state's laws govern and where disputes are filed.

Escalates through management before mediation. Resolves most issues without lawyers.

Preserves the right to seek emergency injunctive relief regardless of arbitration or mediation requirements.

Loser pays winner's attorneys' fees and costs. Discourages frivolous claims.

Professional, workmanlike performance consistent with industry standards.

Warrants software conforms to documentation. Standard AS-IS disclaimer.

Defines uptime, measurement, exclusions, and service credit schedule.

Each party has authority to enter the agreement and perform obligations.

Each party warrants compliance with all applicable laws including anti-corruption and sanctions.

Provider warrants it is not debarred, excluded, or suspended from government contracts or programs.

Warrants that delivered software and materials are free from malicious code.

Warrants that the customer can use the service/property without interference from the provider.

CGL, E&O, workers' comp, and additional insured status.

Cyber liability covering data breaches, business interruption, and regulatory defense.

Requires umbrella or excess liability coverage above primary policy limits.

Prevents either party's insurer from suing the other party to recover claim payments.

Confirms employment is at-will — either party can terminate at any time for any lawful reason.

Defines salary, bonus structure, equity, benefits eligibility, and review schedule.

Defines position, reporting structure, duties, and employer's right to modify responsibilities.

Defines a trial period with simplified termination rights and performance evaluation criteria.

Defines remote work expectations including hours, equipment, security, and expense reimbursement.

Defines severance pay, benefit continuation, and conditions upon termination without cause.

Allows employer to recoup bonuses, commissions, or equity upon certain triggering events.

Assigns all IP created during employment to the employer. Must be paired with invention carve-out.

Employee remains employed but is relieved of duties during notice period — prevents competitive activity.

Classifies employee as exempt or non-exempt and defines overtime eligibility.

Authorizes employer to conduct pre-employment background checks.

Requires return of all company property including devices, documents, access credentials, and data.

Limits how tenant can use the leased space. Protects landlord while giving tenant flexibility.

Defines tenant's share of common area maintenance costs, with caps and exclusions.

Defines how and when rent increases during the lease term.

Governs tenant's right to assign or sublease, with landlord consent requirements.

Defines landlord's contribution to build-out, eligible expenses, and completion process.

Grants tenant the right to extend the lease at predetermined or market-adjusted terms.

Allocates responsibility for repairs between landlord (structure) and tenant (interior).

Defines default events, cure periods, and available remedies for both landlord and tenant.

Defines terms if tenant remains after lease expiration — typically at increased rent.

Landlord warrants tenant's right to peaceful possession and use without interference.

Defines prohibited uses of the platform — illegal activity, abuse, interference, reverse engineering.

Guarantees customer can export data in standard formats during and after the subscription.

Defines API access rights, rate limits, versioning, and deprecation notice requirements.

Governs the provider's right to modify the service and customer's remedy if changes are material.

Warrants logical separation of customer data in multi-tenant environments.

Quantified uptime commitment with clear measurement methodology, exclusions, and credit schedule.

Governs access to beta/pre-release features with reduced warranties and feedback expectations.

Defines when provider may suspend access, required notice, and customer's rights during suspension.

Defines the work to be performed, materials, quality standards, and reference to plans/drawings.

Formalizes how construction scope changes are documented, approved, and priced.

Withholds a percentage of each payment until project completion and final inspection.

Contractor warrants workmanship and materials for a defined period after completion.

Contractor waives the right to file a mechanic's lien upon receipt of payment.

Defines project milestones, completion date, and liquidated damages for late delivery.

Seller's representations about the business — financials, litigation, tax, IP, compliance, material contracts.

Defines what constitutes a material adverse change that allows the buyer to walk away.

Portion of purchase price contingent on post-closing performance of the acquired business.

Seller agrees not to seek or entertain competing offers during the deal process.

Defines the threshold (basket) before indemnification applies and the maximum cap on claims.

Events that must occur before the deal closes — regulatory approvals, consents, accuracy of reps.

Prevents seller from competing with the acquired business for a defined period post-closing.

Majority shareholders can force minority shareholders to join in a sale of the company.

Selects governing law for cross-border agreements, often with CISG exclusion.

Requires compliance with US, EU, and UN sanctions and export control regulations.

Prohibits bribery and corruption in compliance with FCPA, UK Bribery Act, and local laws.

Extended force majeure covering international-specific events — sanctions, embargoes, currency controls, political instability.

Specifies the governing language of the agreement when parties speak different languages.

Grants right to audit the other party's compliance with contractual and regulatory obligations.

Anti-money laundering and know-your-customer verification requirements.

Requires digital products and services to meet accessibility standards.

Requires compliance with environmental laws and regulations, with indemnification for violations.

Protects employees who report violations of law or company policy from retaliation.

Warrants compliance with modern slavery laws and requires supply chain due diligence.

Business Associate Agreement for HIPAA-covered entities sharing PHI with vendors.

Additional protections for substance use disorder records beyond standard HIPAA requirements.

Ongoing screening against OIG exclusion list and state Medicaid exclusion databases.

Ensures the arrangement complies with the Anti-Kickback Statute and applicable safe harbors.

Ensures physician referral arrangements comply with the Stark Law and applicable exceptions.

Excuses performance for events beyond control. Post-COVID, this is essential.

Prevents assignment without consent. Protects you from unwanted contract transfers.

Complete agreement; supersedes prior discussions. Changes require written signatures.

If one clause is unenforceable, the rest survives.

Specifies delivery methods and deemed-receipt dates for official communications.

Failure to enforce doesn't waive the right to enforce later.

Allows separate copies and validates electronic signatures.

Clarifies independent contractor relationship. Prevents misclassification.

Controls whether parties can reference the relationship or use logos publicly.

Makes all deadlines strict — late performance is a material breach.

Requires D&O insurance to protect officers and directors from personal liability.

Requires product liability coverage for physical products sold or distributed.

Standard ICC arbitration clause for international commercial disputes.

Specifies delivery terms using ICC Incoterms — allocates risk, cost, and responsibility for shipping.

Prevents the receiving party from acquiring shares, soliciting the disclosing party, or making unsolicited offers.

Requires the provider to maintain DR/BC plans with defined RPO and RTO targets.

Specifies where customer data must be stored and processed geographically.

Defines vacation, sick leave, personal days, and carryover/payout policies.

Prevents both parties from making negative public statements about the other after employment ends.

Defines relocation benefits and repayment obligations if employee leaves within a specified period.

Minority shareholders can participate in a sale on the same terms as the majority. Companion to drag-along.

Gives existing shareholders or tenants the first opportunity to match a third-party offer.

Grants an investor the right to attend board meetings as a non-voting observer.

Contractor indemnifies owner for personal injury, property damage, and third-party claims arising from the work.

Defines the monthly payment application process — schedule of values, inspection, and payment timeline.

Defines the security deposit amount, permitted uses, interest, and return timeline.

Defines when and how landlord may enter the premises for inspections, repairs, or showings.

Defines condition in which tenant must return the space at lease end.

Governs the creation and use of anonymized or aggregated data derived from customer data.

Warrants that deliverables and services do not infringe any third party's IP rights.

Technical or financial disputes resolved by an independent expert rather than arbitration or courts.

Requires a Data Privacy Impact Assessment (DPIA) before processing personal data for new purposes.

Annual price adjustments tied to CPI or other index with cap and notification requirements.

If employee violates non-compete, employer can clawback severance, bonuses, or equity.

Each party is liable only for its proportionate share of fault — prevents joint and several liability.

Allows immediate termination if the other party becomes insolvent or enters bankruptcy.

Governs patient consent requirements for use of health data beyond treatment, payment, and operations.

Confirms no third party has rights under the contract. Prevents unintended beneficiary claims.

Clarifies that section headings are for convenience only and don't affect interpretation.

Defines equity grant with 4-year vesting and 1-year cliff. Standard for startups.

Requires employment disputes to be resolved by binding arbitration rather than court.

Defines benefits triggered by change in ownership (M&A, IPO) combined with termination.

Tenant certifies lease terms and status — required for refinancing or sale of property.

Defines rights if all or part of the premises is taken by eminent domain.

Customer data held in escrow and released if provider becomes insolvent or discontinues service.

Requires contractor to provide a performance bond guaranteeing project completion.

Contractor maintains site safety and complies with OSHA and applicable safety regulations.

Grants investor access to financial statements, budgets, and other company information.

Existing shareholders can participate in future equity issuances to maintain their ownership percentage.

Warrants accuracy of data provided by the vendor, with disclaimers for third-party data sources.

Prohibits vendor from using customer data to train AI/ML models without explicit consent.

Each party waives the right to participate in class or collective actions against the other.

Indemnification for environmental contamination and remediation costs.

Allocates ownership of content generated by AI tools during the engagement.

Specifically identifies and protects trade secrets with enhanced obligations beyond general confidentiality.

Allows customer to withhold payment for defective work pending correction.

Confirms that contract remedies are in addition to — not instead of — other legal remedies.

Imposes an obligation of good faith and fair dealing on both parties.

Defines terms for free trial period including data ownership, limitations, and conversion.

Tenant's obligations are conditioned on specific anchor tenants or occupancy levels in the property.

Specifies document and record retention requirements for compliance and litigation readiness.