Contract clause library
Plain-English explanations of the clauses that shape your contracts, covering what each one does, why it matters, how to apply it, and the law behind it.
Most-used clauses
Indemnification Clause
One party agrees to cover specified losses, claims or third-party liabilities of the other party.
Limitation of Liability Clause
Caps the amount and types of damages a party can be liable for, and excludes certain categories of loss.
Force Majeure Clause
Excuses a party from performing when extraordinary events beyond its control make performance impossible.
Termination for Cause Clause
Allows a party to end the contract when the other materially breaches, often after a chance to cure.
Confidentiality Clause
Obliges the parties to protect and not disclose each other's confidential information for a defined period.
Data Processing Clause
Governs how a processor handles personal data for a controller, as required by GDPR Article 28.
Intellectual Property Clause
Determines who owns IP created or used under the contract, and how background and foreground IP are treated.
Non-Compete Clause
Restricts a party from competing with the other for a defined period, territory and scope of activity.
Retention of Title
Lets a seller keep legal ownership of delivered goods until the buyer has paid in full.
Exclusivity Clause
Restricts one or both parties from dealing with competitors within a defined market, product or territory.
Hardship Clause
Allows the contract to be renegotiated when unforeseen events make performance excessively onerous.
Change of Control Clause
Lets a party react (by consent, renegotiation or termination) if its counterparty is taken over.
Commercial terms
Payment Terms Clause
Sets when, how and in what currency invoices are paid, plus interest and remedies for late payment.
Price Indexation Clause
Adjusts contract prices over time against an objective index such as inflation, protecting margins in long deals.
Service Level Agreement (SLA)
Defines measurable service standards (uptime, response times) and the credits or remedies when they are missed.
Warranties Clause
Promises about the quality, condition or legal status of goods, services or facts, with remedies if they prove untrue.
Retention of Title
Lets a seller keep legal ownership of delivered goods until the buyer has paid in full.
Change Order (Variations) Clause
Sets a formal process for agreeing scope, price and timeline changes to work already contracted.
Exclusivity Clause
Restricts one or both parties from dealing with competitors within a defined market, product or territory.
Benchmarking Clause
Lets a customer periodically test contract pricing or service levels against the wider market.
Service Credits Clause
Provides automatic price rebates when the supplier misses agreed service levels.
Purchase Obligation / Minimum Take
Commits a buyer to purchase a minimum volume or value of goods or services over a period.
Category Exclusivity Clause
Grants a sponsor sole rights within a defined product category, barring the rights holder from signing a competing brand.
Relegation and Promotion Adjustment Clause
Adjusts a sponsorship fee up or down when the rights holder is promoted to or relegated from a competition tier.
Matching Rights and Right of First Refusal
Lets an incumbent counterparty match a third-party offer before the rights holder may accept it.
Risk & liability
Indemnification Clause
One party agrees to cover specified losses, claims or third-party liabilities of the other party.
Limitation of Liability Clause
Caps the amount and types of damages a party can be liable for, and excludes certain categories of loss.
Force Majeure Clause
Excuses a party from performing when extraordinary events beyond its control make performance impossible.
Liquidated Damages Clause
Fixes in advance the sum payable on a specified breach, sparing the parties from proving actual loss.
Insurance Obligation Clause
Requires a party to hold and maintain specified insurance cover throughout the contract.
Hardship Clause
Allows the contract to be renegotiated when unforeseen events make performance excessively onerous.
Term & termination
Termination for Convenience Clause
Lets a party end the contract without cause, on notice, even if the other side is performing perfectly.
Termination for Cause Clause
Allows a party to end the contract when the other materially breaches, often after a chance to cure.
Renewal and Notice Period Clause
Sets the contract term, whether it auto-renews, and the notice required to prevent renewal.
Conditions Subsequent
Make a contract end automatically if a defined future event occurs.
Exit / Transition Clause
Governs an orderly handover of services, data and assets when a contract ends.
Minimum Contract Duration
Locks the parties into a contract for a fixed minimum period before termination is allowed.
Confidentiality & data
IP & licensing
Protection, control & compliance
Non-Compete Clause
Restricts a party from competing with the other for a defined period, territory and scope of activity.
Non-Solicitation Clause
Stops a party from poaching the other's clients or staff for a defined period after the contract.
Assignment Clause
Controls whether and how a party may transfer its rights or obligations under the contract to a third party.
Subcontracting Clause
Governs whether a party may delegate performance to subcontractors and who remains responsible for the result.
Audit Rights Clause
Gives a party the right to inspect the other's records or systems to verify compliance.
Compliance Clause
Requires both parties to obey applicable laws: anti-bribery, sanctions, data protection and ESG rules.
Change of Control Clause
Lets a party react (by consent, renegotiation or termination) if its counterparty is taken over.
Flow-Down Clause
Passes key contractual obligations down to subcontractors and onward in the chain.
Supply Chain Liability
Addresses a contractor's statutory liability for unpaid wages and taxes elsewhere in the chain.
Governing law & disputes
Governing Law Clause
Chooses which country's law governs the contract's interpretation, performance and disputes.
Dispute Resolution Clause
Sets out how disputes are resolved: negotiation, then mediation, then litigation or arbitration, and where.
Arbitration Clause
Refers disputes to private, binding arbitration instead of the public courts, fixing rules, seat and language.
Boilerplate
Entire Agreement Clause
States that the written contract is the complete agreement, superseding prior negotiations and side promises.
Severability Clause
Keeps the rest of the contract valid if one provision is held unenforceable, and provides for its replacement.
Notices Clause
Sets how formal communications must be sent and when they are deemed received under the contract.
Letter of Intent (Heads of Terms)
Records the parties' intention to negotiate a deal and which terms are already binding.
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