The Clause Library
Plain-English explanations of the 20 contract clauses that decide the most money and the most risk — what each one does, when it is standard, and when it should stop you signing.
What Is an Acceleration Clause?
An acceleration clause turns a payment schedule into one immediate demand for the whole balance. What triggers it, how notice and cure periods work, and what to negotiate.
What Is an Arbitration Clause?
An arbitration clause moves disputes out of public courts into a private process. What that changes about cost, appeal, discovery and group claims, and what to negotiate.
What Is a Confidentiality Clause?
A confidentiality clause turns on three things: how it defines confidential information, which carve-outs it has, and how long it lasts. What to check and what to negotiate.
What Is an Exclusivity Clause?
An exclusivity clause removes your right to transact with others. The four dials that set its cost, why it should be paid for, and what a balanced version looks like.
What Is a Force Majeure Clause?
A force majeure clause allocates the risk of disruption. Why the event list, the notice condition and the payment carve-out matter more than the heading does.
What Is a Governing Law Clause?
Governing law picks whose rules read your contract. It is not the same as which court hears a dispute. The distinction, where it costs you, and what to negotiate.
What Is a Guaranty Clause?
A guaranty adds a second person who must pay if the first does not. The four variables that decide the exposure, and what to negotiate before you sign one personally.
What Is an Indemnification Clause?
An indemnity shifts the cost of third-party claims from one party to the other. Why the duty to defend is the expensive part, and why an indemnity outside the liability cap…
What Is an Independent Contractor Clause?
An independent contractor clause states the relationship, but the label is not the test. What the clause actually allocates, why the misclassification indemnity matters, and…
What Is an Integration Clause?
An integration clause switches off everything you were told but did not write down. Low risk, one sharp edge — and a five-minute fix that makes it work for you.
What Is a Limitation of Liability Clause?
A limitation of liability clause contains a cap and a set of exclusions. The exclusions usually matter more than the cap. What to check, and which carve-outs to ask for.
What Is a Liquidated Damages Clause?
Liquidated damages fix the price of a failure in advance. Why an uncapped daily rate is the main danger, and why 'sole and exclusive remedy' is the phrase to ask for.
What Is a Non-Compete Clause?
A non-compete restricts where and for whom you can work next. The four dials, what the narrower alternatives protect, and the questions to ask before you sign and before you leave.
What Is a Non-Disparagement Clause?
A non-disparagement clause restricts what you may say — frequently including true statements. What to narrow, what to carve out, and why the reference letter is the practical fix.
What Is a Right of First Refusal?
A right of first refusal gives someone priority over your future deal. Why a ROFR depresses what third parties will pay, how it differs from a ROFO, and what to negotiate.
What Is a Severability Clause?
A severability clause decides what survives if a provision fails. Its reformation variant is why an overbroad restriction can be narrowed instead of removed.
What Is a Survival Clause?
A survival clause decides how long your exposure lasts after the contract ends — and whether the protections you negotiated survive alongside your obligations.
What Is Termination for Convenience?
Termination for convenience lets a party end the contract with no breach and no reason. What matters is not the right but what you get paid when it is used.
What Does “Time Is of the Essence” Mean in a Contract?
Time is of the essence turns dates from targets into essential terms. Why it is dangerous when applied to every date, and how to make it selective and mutual.
What Is a Waiver of Subrogation?
A waiver of subrogation stops your insurer recovering from the party that caused a loss. Why you must check your own policy before agreeing to one.