ClauseryFree clause library
Contract clauses, explained in plain English
What each clause does, sample wording you can copy, the points worth negotiating, and how to make the variable parts fill themselves in. 24 clauses, free, with no sign-up.
Risk and liability
Indemnification clause
An indemnity is a promise by one party to cover the other party's losses if a specified kind of claim arises, most often a claim by a third party caused by the first party's breach, negligence or infringement of someone else's intellectual property.
Limitation of liability clause
A limitation of liability clause caps how much one party can recover from the other, and usually excludes whole categories of loss, such as lost profits and indirect or consequential damages.
Force majeure clause
A force majeure clause excuses a party from performing, for as long as an extraordinary event outside its control prevents it: natural disasters, war, epidemics, government orders and similar events.
Confidentiality and restrictions
Confidentiality clause
A confidentiality clause obliges a party to keep the other party's non-public information secret, use it only for the purpose of the contract, and share it only with people who need to know it.
Non-solicitation clause
A non-solicitation clause stops a party from actively approaching the other party's employees, contractors or customers for a period, usually during the contract and for a time after it ends.
Non-compete clause
A non-compete clause prevents a person or business from working for, or running, a competing business for a period and within an area after a relationship ends.
Money
Payment terms clause
The payment terms clause says when a party can invoice, how long the other party has to pay, in what currency and by what method, and what happens when an invoice is disputed.
Late payment interest clause
A late payment clause lets the party that is owed money charge interest on overdue amounts, and often suspend work until it is paid.
Work and ownership
Intellectual property assignment clause
An intellectual property clause decides who owns the copyright, designs, inventions and other rights in the work created under a contract, and what each side may do with the other's pre-existing material.
Warranty clause
A warranty is a contractual promise about a fact or about quality, such as that services will be performed with reasonable skill and care, or that software will work as specified for 90 days.
Independent contractor clause
This clause records that a person is engaged as an independent business, not as an employee, and that they are responsible for their own taxes, insurance and working arrangements.
Ending the contract
Termination for convenience clause
A termination for convenience clause lets a party end the contract without giving any reason, usually on a period of written notice.
Termination for cause clause
A termination for cause clause lets a party end the contract when the other party commits a material breach and does not fix it in time, or becomes insolvent.
Survival clause
A survival clause lists the obligations that continue after a contract ends, such as confidentiality, payment, indemnities and limits on liability.
Law and disputes
Governing law and jurisdiction clause
A governing law clause chooses which country's or state's law applies to the contract.
Dispute resolution clause
A dispute resolution clause sets out the steps the parties must take when they disagree: usually negotiation between senior people first, then mediation, then arbitration or court.
Boilerplate
Notices clause
A notices clause says how formal notices under the contract, such as notices of breach, renewal or termination, must be sent, to which address, and when they count as received.
Entire agreement clause
An entire agreement clause, also called an integration or merger clause, says that the written contract contains everything the parties agreed, replacing earlier emails, proposals and conversations.
Severability clause
A severability clause says that if one part of the contract is invalid or unenforceable, the rest of the contract still stands, and the invalid part is trimmed or removed.
Assignment clause
An assignment clause says whether a party can transfer its rights under the contract to someone else, for example when it sells its business, and on what conditions.
Amendment clause
An amendment or variation clause says how the contract can be changed, usually only by a written document signed by both parties.
Waiver clause
A no-waiver clause says that if a party does not enforce a right straight away, for example by accepting a late payment without complaint, it has not given that right up.
Counterparts and electronic signature clause
A counterparts clause lets each party sign a separate copy of the contract, with all copies together forming one agreement.
Employment
Which clauses does my document need?
A starting point for the most common documents. Every deal is different, so treat this as a checklist, not a rule.
| Document | Clauses to expect |
|---|---|
| NDA | Confidentiality, Governing law and jurisdiction, Entire agreement, Notices, Survival, Counterparts and electronic signature |
| Service or consulting agreement | Payment terms, Late payment interest, Warranty, Limitation of liability, Indemnification, Intellectual property assignment, Termination for convenience, Termination for cause, Force majeure, Dispute resolution, Governing law and jurisdiction |
| Contractor agreement | Independent contractor, Intellectual property assignment, Confidentiality, Non-solicitation, Payment terms, Termination for convenience |
| Offer letter or employment contract | At-will employment, Confidentiality, Intellectual property assignment, Non-solicitation, Non-compete |
This library is general information, not legal advice. Laws differ between countries and states; have wording reviewed for your situation before you rely on it.