# Clause library

Copy-ready, plain-language clause templates. Fill the `[BRACKETED]` parts. Each opens with one line on **what it allocates**. These are starting drafts, not legal advice — have a licensed attorney review before signing.

## Mutual NDA core

*Allocates: who may use shared confidential information, and for how long.*

```text
"Confidential Information" means non-public information a party discloses that
is marked confidential or that a reasonable person would treat as confidential.
It does not include information that is public, already known to the recipient,
or independently developed without using the disclosure.

Each party shall use the other's Confidential Information only to [PURPOSE],
shall not disclose it to third parties except to employees and contractors who
need it and are bound by similar duties, and shall protect it with at least
reasonable care. These duties last [3] years from disclosure. On termination or
on request, each party shall return or destroy the other's Confidential
Information and confirm in writing.
```

## Limitation of liability (with carve-outs)

*Allocates: the maximum each party can lose when the deal goes wrong.*

```text
Except for the Carve-Outs below, each party's total liability under this
agreement is capped at the fees paid or payable by [CUSTOMER] in the 12 months
before the event giving rise to the claim. Neither party is liable for indirect,
incidental, or consequential damages.

Carve-Outs (not subject to the cap): a party's confidentiality breaches and its
indemnification obligations. Nothing in this agreement limits liability for
fraud, willful misconduct, or bodily harm/death.
```

Note: do not attempt to cap fraud, willful misconduct, or bodily harm — those exclusions are generally unenforceable.

## Mutual indemnity (narrow + capped)

*Allocates: who defends and pays when a third party sues.*

```text
Each party (the "Indemnifying Party") shall defend the other against third-party
claims to the extent caused by the Indemnifying Party's breach of this agreement,
its negligence or willful misconduct, or its infringement of a third party's
intellectual-property rights, and shall pay damages and reasonable costs finally
awarded. The indemnified party shall give prompt notice and reasonable
cooperation, and the Indemnifying Party controls the defense and settlement
(no settlement admitting fault without consent). This obligation survives [3]
years after termination.
```

## Force majeure (defined term + catch-all)

*Allocates: who bears the loss when neither party is at fault.*

```text
"Force Majeure Event" means an event beyond a party's reasonable control,
including acts of God, flood, fire, war, terrorism, epidemic, government action,
labor disruption, failure of utilities or carriers, cyberattack, and any other
similar event beyond the party's reasonable control.

A party affected by a Force Majeure Event is excused from performance (except
payment obligations already due) for as long as the event continues, provided it
gives prompt written notice and uses reasonable efforts to mitigate. If the event
continues for more than [30] days, either party may terminate on written notice.
```

(Anchored to the ICC model force majeure clause, last updated March 2020.)

## Termination — for cause and for convenience

*Allocates: who can end the contract, on what notice, and with what cure period.*

```text
For cause: Either party may terminate if the other materially breaches and fails
to cure within [30] days after written notice describing the breach.

For convenience: Either party may terminate for any reason on [30] days' written
notice. On termination, [CUSTOMER] shall pay for work performed through the
termination date.
```

Keep convenience rights mutual. A one-way convenience right is a red flag.

## IP — assignment vs license

*Allocates: who owns what gets created, and what each side keeps.*

```text
Assignment (buyer owns deliverables): Contractor assigns to [CUSTOMER] all
intellectual-property rights in the deliverables created under this agreement,
effective on full payment.

Background IP (contractor keeps its own): Contractor retains its pre-existing and
independently developed materials ("Background IP") and grants [CUSTOMER] a
non-exclusive, perpetual license to use Background IP embedded in the
deliverables as needed to use them.
```

Use a *license* instead of assignment when the creator must keep ownership (e.g. reusable tooling) — say so explicitly.

## Governing law and venue

*Allocates: whose law applies and where disputes are heard.*

```text
This agreement is governed by the laws of [STATE/COUNTRY], without regard to its
conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the
courts located in [VENUE] for any dispute arising under it.
```

## Entire agreement + amendment (boilerplate)

*Allocates: which documents count, and how the contract can change.*

```text
This agreement (with its exhibits and any SOWs) is the entire agreement between
the parties on its subject and supersedes prior discussions. It may be amended
only by a written document signed by both parties. If an SOW conflicts with this
agreement, this agreement controls unless the SOW expressly says otherwise and is
signed by both parties.
```

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Reminder: these templates are drafting starting points. Have a licensed attorney review any contract before signing, especially clauses that allocate liability or cross a jurisdiction you cannot verify.
