# Contract clause library

Source: https://contracko.com/clause-library

# 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.

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### Search the clause library

## Most-used clauses

### [Indemnification Clause](https://contracko.com/clause-library/indemnification)
One party agrees to cover specified losses, claims or third-party liabilities of the other party.

### [Limitation of Liability Clause](https://contracko.com/clause-library/limitation-of-liability)
Caps the amount and types of damages a party can be liable for, and excludes certain categories of loss.

### [Force Majeure Clause](https://contracko.com/clause-library/force-majeure)
Excuses a party from performing when extraordinary events beyond its control make performance impossible.

### [Termination for Cause Clause](https://contracko.com/clause-library/termination-for-cause)
Allows a party to end the contract when the other materially breaches, often after a chance to cure.

### [Confidentiality Clause](https://contracko.com/clause-library/confidentiality)
Obliges the parties to protect and not disclose each other's confidential information for a defined period.

### [Data Processing Clause](https://contracko.com/clause-library/data-processing)
Governs how a processor handles personal data for a controller, as required by GDPR Article 28.

### [Intellectual Property Clause](https://contracko.com/clause-library/intellectual-property)
Determines who owns IP created or used under the contract, and how background and foreground IP are treated.

### [Non-Compete Clause](https://contracko.com/clause-library/non-compete)
Restricts a party from competing with the other for a defined period, territory and scope of activity.

### [Retention of Title](https://contracko.com/clause-library/retention-of-title)
Lets a seller keep legal ownership of delivered goods until the buyer has paid in full.

### [Exclusivity Clause](https://contracko.com/clause-library/exclusivity)
Restricts one or both parties from dealing with competitors within a defined market, product or territory.

### [Hardship Clause](https://contracko.com/clause-library/hardship)
Allows the contract to be renegotiated when unforeseen events make performance excessively onerous.

### [Change of Control Clause](https://contracko.com/clause-library/change-of-control)
Lets a party react (by consent, renegotiation or termination) if its counterparty is taken over.

## Commercial terms

### [Payment Terms Clause](https://contracko.com/clause-library/payment-terms)
Sets when, how and in what currency invoices are paid, plus interest and remedies for late payment.

### [Price Indexation Clause](https://contracko.com/clause-library/price-indexation)
Adjusts contract prices over time against an objective index such as inflation, protecting margins in long deals.

### [Service Level Agreement (SLA)](https://contracko.com/clause-library/service-level-agreement)
Defines measurable service standards (uptime, response times) and the credits or remedies when they are missed.

### [Warranties Clause](https://contracko.com/clause-library/warranties)
Promises about the quality, condition or legal status of goods, services or facts, with remedies if they prove untrue.

### [Retention of Title](https://contracko.com/clause-library/retention-of-title)
Lets a seller keep legal ownership of delivered goods until the buyer has paid in full.

### [Change Order (Variations) Clause](https://contracko.com/clause-library/change-order)
Sets a formal process for agreeing scope, price and timeline changes to work already contracted.

### [Exclusivity Clause](https://contracko.com/clause-library/exclusivity)
Restricts one or both parties from dealing with competitors within a defined market, product or territory.

### [Benchmarking Clause](https://contracko.com/clause-library/benchmarking)
Lets a customer periodically test contract pricing or service levels against the wider market.

### [Service Credits Clause](https://contracko.com/clause-library/service-credits)
Provides automatic price rebates when the supplier misses agreed service levels.

### [Purchase Obligation / Minimum Take](https://contracko.com/clause-library/purchase-obligation)
Commits a buyer to purchase a minimum volume or value of goods or services over a period.

## Risk & liability

### [Indemnification Clause](https://contracko.com/clause-library/indemnification)
One party agrees to cover specified losses, claims or third-party liabilities of the other party.

### [Limitation of Liability Clause](https://contracko.com/clause-library/limitation-of-liability)
Caps the amount and types of damages a party can be liable for, and excludes certain categories of loss.

### [Force Majeure Clause](https://contracko.com/clause-library/force-majeure)
Excuses a party from performing when extraordinary events beyond its control make performance impossible.

### [Liquidated Damages Clause](https://contracko.com/clause-library/liquidated-damages)
Fixes in advance the sum payable on a specified breach, sparing the parties from proving actual loss.

### [Insurance Obligation Clause](https://contracko.com/clause-library/insurance-obligation)
Requires a party to hold and maintain specified insurance cover throughout the contract.

### [Hardship Clause](https://contracko.com/clause-library/hardship)
Allows the contract to be renegotiated when unforeseen events make performance excessively onerous.

## Term & termination

### [Termination for Convenience Clause](https://contracko.com/clause-library/termination-for-convenience)
Lets a party end the contract without cause, on notice, even if the other side is performing perfectly.

### [Termination for Cause Clause](https://contracko.com/clause-library/termination-for-cause)
Allows a party to end the contract when the other materially breaches, often after a chance to cure.

### [Renewal and Notice Period Clause](https://contracko.com/clause-library/renewal-and-notice)
Sets the contract term, whether it auto-renews, and the notice required to prevent renewal.

### [Conditions Subsequent](https://contracko.com/clause-library/conditions-subsequent)
Make a contract end automatically if a defined future event occurs.

### [Exit / Transition Clause](https://contracko.com/clause-library/exit-clause)
Governs an orderly handover of services, data and assets when a contract ends.

### [Minimum Contract Duration](https://contracko.com/clause-library/minimum-contract-duration)
Locks the parties into a contract for a fixed minimum period before termination is allowed.

## Confidentiality & data

### [Confidentiality Clause](https://contracko.com/clause-library/confidentiality)
Obliges the parties to protect and not disclose each other's confidential information for a defined period.

### [Data Processing Clause](https://contracko.com/clause-library/data-processing)
Governs how a processor handles personal data for a controller, as required by GDPR Article 28.

## IP & licensing

### [Intellectual Property Clause](https://contracko.com/clause-library/intellectual-property)
Determines who owns IP created or used under the contract, and how background and foreground IP are treated.

### [License Grant Clause](https://contracko.com/clause-library/license-grant)
Grants the right to use IP on defined terms: scope, exclusivity, territory, duration and permitted uses.

## Protection, control & compliance

### [Non-Compete Clause](https://contracko.com/clause-library/non-compete)
Restricts a party from competing with the other for a defined period, territory and scope of activity.

### [Non-Solicitation Clause](https://contracko.com/clause-library/non-solicitation)
Stops a party from poaching the other's clients or staff for a defined period after the contract.

### [Assignment Clause](https://contracko.com/clause-library/assignment)
Controls whether and how a party may transfer its rights or obligations under the contract to a third party.

### [Subcontracting Clause](https://contracko.com/clause-library/subcontracting)
Governs whether a party may delegate performance to subcontractors and who remains responsible for the result.

### [Audit Rights Clause](https://contracko.com/clause-library/audit)
Gives a party the right to inspect the other's records or systems to verify compliance.

### [Compliance Clause](https://contracko.com/clause-library/compliance)
Requires both parties to obey applicable laws: anti-bribery, sanctions, data protection and ESG rules.

### [Change of Control Clause](https://contracko.com/clause-library/change-of-control)
Lets a party react (by consent, renegotiation or termination) if its counterparty is taken over.

### [Flow-Down Clause](https://contracko.com/clause-library/flow-down)
Passes key contractual obligations down to subcontractors and onward in the chain.

### [Supply Chain Liability](https://contracko.com/clause-library/supply-chain-liability)
Addresses a contractor's statutory liability for unpaid wages and taxes elsewhere in the chain.

## Governing law & disputes

### [Governing Law Clause](https://contracko.com/clause-library/governing-law)
Chooses which country's law governs the contract's interpretation, performance and disputes.

### [Dispute Resolution Clause](https://contracko.com/clause-library/dispute-resolution)
Sets out how disputes are resolved: negotiation, then mediation, then litigation or arbitration, and where.

### [Arbitration Clause](https://contracko.com/clause-library/arbitration)
Refers disputes to private, binding arbitration instead of the public courts, fixing rules, seat and language.

## Boilerplate

### [Entire Agreement Clause](https://contracko.com/clause-library/entire-agreement)
States that the written contract is the complete agreement, superseding prior negotiations and side promises.

### [Severability Clause](https://contracko.com/clause-library/severability)
Keeps the rest of the contract valid if one provision is held unenforceable, and provides for its replacement.

### [Notices Clause](https://contracko.com/clause-library/notices)
Sets how formal communications must be sent and when they are deemed received under the contract.

### [Letter of Intent (Heads of Terms)](https://contracko.com/clause-library/letter-of-intent)
Records the parties' intention to negotiate a deal and which terms are already binding.

### [Browse the contract glossary](https://contracko.com/glossary)
Not sure what a term means? Our glossary explains the vocabulary behind every clause.

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