Clause Library
The contract clauses in-house counsel actually negotiate
For each clause: what it does, the market-standard language, the fallback positions both sides accept, the jurisdictions where it breaks, and what to catch on review. Written for GCs and in-house teams, not law students.
52 clauses across 7 categories.
Risk allocation & liability
Compliance with Laws
How a compliance with laws clause works, the all-laws versus material-laws scope fight, named regimes like anti-corruption and sanctions, and what to catch on review.
Read clauseForce Majeure
How a force majeure clause works, what events count after recent disruptions, notice and mitigation duties, fallbacks, and what in-house counsel should catch on review.
Read clauseIndemnification
How an indemnification clause works, the duty to defend, caps and carve-outs, the fallback positions both sides accept, and the red flags in-house counsel should catch on review.
Read clauseInsurance
How an insurance clause works, the coverage types and limits to require, additional insured and waiver of subrogation, fallbacks, and what in-house counsel should catch on review.
Read clauseLimitation of Liability
How a limitation of liability clause works, the market-standard caps and carve-outs, the fallback positions both sides accept, where caps fail to hold up in court, and what to catch on review.
Read clauseLiquidated Damages
How a liquidated damages clause works, the test that separates an enforceable estimate from an unenforceable penalty, market-standard rates, fallbacks, and what to catch on review.
Read clauseRepresentations and Warranties
How representations and warranties work, knowledge and materiality qualifiers, the bring-down, the remedies for a breach, and what in-house counsel should catch on review.
Read clauseWarranty
How a warranty clause works: express vs implied warranties, disclaimers under the UCC, the remedies it triggers, and the red flags to catch on review.
Read clauseWarranty Disclaimer
How a warranty disclaimer works, which implied warranties you can and cannot disclaim, the conspicuousness rule, as-is sales, fallbacks, and what to catch on review.
Read clauseTerm, termination & survival
Survival
How a survival clause works, which obligations should survive termination, how long they last, the market-standard list, and what in-house counsel should catch on review.
Read clauseTerm and Renewal
How a term and renewal clause works, auto-renewal traps, the notice window to cancel, state auto-renewal laws, and what in-house counsel should catch on review.
Read clauseTermination
How a termination clause works, the difference between for-cause and for-convenience exits, cure periods, the effects of termination, and what in-house counsel should catch on review.
Read clauseTermination for Convenience
How a termination for convenience clause lets a party exit without cause on notice, what wind-down and termination costs are owed, the one-sided risk, and what to catch on review.
Read clauseConfidentiality, data & IP
Confidentiality
How a confidentiality clause defines protected information, the standard exclusions, how long the duty lasts, and the residuals trap that quietly guts your protection.
Read clauseData Protection
How a data protection clause and DPA allocate controller and processor roles, govern subprocessors and transfers, and set breach notice timelines, plus what to catch on review.
Read clauseIntellectual Property
How an IP clause splits background and foreground IP, when to take ownership versus a license, the feedback trap, and what in-house counsel should catch on review.
Read clauseLicense Grant
How a license grant clause works, the scope dials that set its value (exclusivity, territory, field, term, sublicense, transferability), and what to catch on review.
Read clauseSource Code Escrow
How a source code escrow clause works, the release conditions that actually trigger, why verification matters, and whether escrow is worth the cost for in-house counsel.
Read clauseWork Made for Hire
When work made for hire actually applies under US copyright law, why it often fails for contractors, and why every WMFH clause needs a present-assignment backstop.
Read clauseRestrictive covenants
Exclusivity
How an exclusivity clause works, where to draw the scope, the minimum-commitment trade, the antitrust edges to watch, and the red flags to catch on review.
Read clauseNon-Compete
How a non-compete works, what makes it enforceable, the state-by-state reality, the FTC rule that did not take effect, and the red flags to catch on review.
Read clauseNon-Solicitation
How a non-solicitation clause works, the difference between employee and customer non-solicits, what survives in court, and the red flags to catch on review.
Read clauseCommercial & deal terms
Acceleration
How an acceleration clause works, automatic versus optional acceleration, notice and cure requirements, deceleration, and what to catch on review.
Read clauseAssignment
How an assignment clause works, the consent standards, the change of control exception, the successors-and-assigns mechanics, and the red flags to catch.
Read clauseChange of Control
How a change of control clause works, the deemed-assignment trigger, the termination right, the deemed-assignment fights, and the red flags to catch on review.
Read clauseConditions Precedent
How conditions precedent work: CPs to closing, conditions to each party's obligations, satisfaction vs waiver, what happens when a CP fails, long-stop dates, and review red flags.
Read clauseCosts and Expenses
How a costs and expenses clause works: each-party-bears-own as the default, prevailing-party fee-shifting, the American Rule, and the language to catch on review.
Read clauseMaterial Adverse Change
How a MAC/MAE clause works, what actually qualifies as a material adverse change, the carve-outs that decide deal certainty, and what to catch on review.
Read clauseMost Favored Nation
How an MFN clause works, the pricing-parity mechanics, the audit rights that enforce it, the carve-outs that make it livable, and the red flags to catch.
Read clausePayment Terms
How a payment terms clause sets invoicing and net days, handles disputed amounts, charges late interest, and earns the right to suspend, plus what to catch on review.
Read clauseRight of First Refusal
How a right of first refusal works, how it differs from a right of first offer, the matching and timing windows that decide its value, and what to catch on review.
Read clauseService Level Agreement
How an SLA clause sets uptime, the exclusions that shrink it, how service credits are calculated, and why 'credits as sole remedy' is the line in-house counsel must catch.
Read clauseSet-Off
How a set-off clause lets a party net amounts owed against amounts due, the difference from withholding, the limits and bankruptcy rules, and what to catch on review.
Read clauseSubordination
How a subordination clause ranks claims senior vs junior, where it shows up in lending, SNDAs, and intercreditor deals, how standstills work, and what to catch on review.
Read clauseDispute resolution
Arbitration
How an arbitration clause works, the FAA, choosing the seat and rules, what to carve out, costs and confidentiality, when courts step in, and what to catch on review.
Read clauseClass Action Waiver
How a class action waiver works, why it is paired with arbitration, where it holds and where it fails, severability and the blow-up clause, and what to catch on review.
Read clauseDispute Resolution
How a dispute resolution clause works: arbitration versus litigation, forum and governing law, tiered escalation, class and jury waivers, and what to catch on review.
Read clauseEscalation
How an escalation clause works, the negotiate-then-mediate-then-litigate ladder, its enforceability as a condition precedent to suit, and the drafting traps to catch.
Read clauseForum Selection
How a forum selection clause works, exclusive versus permissive venue, why it is not the same as governing law, when courts enforce it, and what in-house counsel should catch.
Read clauseGoverning Law
How a governing law clause works, why it is not the same as forum or venue, the market-standard choices, when a court ignores your pick, and what to catch on review.
Read clauseWaiver of Jury Trial
How a jury trial waiver works, why enforceability varies by state, the conspicuousness rule, mutual versus one-sided drafting, and what in-house counsel should catch.
Read clauseBoilerplate
Amendment
How a no-oral-modification amendment clause works, the written-only standard, when courts enforce it and when they look past it, and what to catch on review.
Read clauseCounterparts
How a counterparts clause works, signing in separate copies, e-signature validity under E-SIGN and UETA, the exceptions that still need wet ink, and what to catch.
Read clauseDefinitions
How a definitions clause works, how defined terms and interpretation rules control scope and money, and the review traps to catch before a term quietly rewrites the deal.
Read clauseEntire Agreement
How an entire agreement clause works, what it excludes, its link to the parol evidence rule, the market-standard language, and what in-house counsel should catch on review.
Read clauseFurther Assurances
What a further assurances clause does, how the reasonableness and expense qualifiers limit it, where it matters most (IP, M&A, finance), and what to catch on review.
Read clauseIndependent Contractor
How an independent contractor clause disclaims employment and agency, allocates tax and benefits, addresses control, the misclassification risk, and what to catch on review.
Read clauseNotices
How a notices clause works, accepted delivery methods, when notice is deemed received, why email-notice disputes happen, and what in-house counsel should catch on review.
Read clauseRecitals
What recitals (the WHEREAS clauses) do, whether they are binding, how they aid interpretation, and the drafting traps: substantive obligations, wrong facts, and estoppel.
Read clauseSeverability
How a severability clause works, how it keeps a contract alive when one term is struck, blue-pencil reform, the market-standard language, and what to catch on review.
Read clauseSuccessors and Assigns
How a successors and assigns clause works, why it does not permit assignment on its own, its link to change of control, and what to catch on review.
Read clauseWaiver
How a no-waiver clause works, why skipping enforcement once does not surrender the right, the course-of-dealing risk it controls, and what to catch on review.
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