Explore Legal Clauses

A clause setting how a customer confirms a deliverable, system, or goods meets the agreed criteria before it is accepted, and what happens if it does not.

A supplemental document that adds terms to an existing contract and forms part of the parties' agreement when validly agreed and incorporated.

A standard-form agreement the stronger party writes and offers on a take-it-or-leave-it basis, which courts enforce subject to heightened scrutiny of individual terms.

A contractual provision that allocates responsibility between a vendor and its customer for the use of AI and for the output it generates.

An aleatory contract is an agreement in which one party's duty to perform, or the size of that performance, depends on an uncertain future event.

A provision requiring any change to the contract to be made in a signed writing, blocking informal or oral modifications.

A clause restricting a party's ability to transfer its rights or obligations under the contract to a third party without the other party's consent.

A contractual provision that requires the parties to resolve disputes through binding arbitration instead of court litigation.

A contractual provision that controls whether a party can transfer its rights or obligations under the contract to a third party.

A contractual provision that extends a contract for another term automatically unless a party gives notice of non-renewal before a set deadline.

Sets the level of effort a party must use to pursue a result, without guaranteeing that the result will occur.

A breach of contract is a party's failure to perform a contractual obligation when performance is due, with no legal excuse for the failure.

A contractual provision that triggers rights or obligations when one party is acquired or undergoes a change in ownership.

A provision in which a party gives up the right to bring or join a class or collective action, agreeing to pursue any claim only on an individual basis.

A contractual provision requiring one or both parties to keep specified information secret and use it only for an agreed purpose.

Confirms that parties may sign separate copies that together form one binding agreement, and that electronic and PDF signatures are valid.

Preserves access to multiple contractual, legal, or equitable remedies for a breach, subject to the agreement's limits.

Requires notice of a data breach, including the information needed for the other party to respond.

A provision, often a standalone data processing agreement, that governs how a vendor processes personal data on a customer's behalf and meets privacy-law requirements.

Sets the process and forum for resolving disputes, from negotiation and mediation through arbitration or litigation, so the parties know what happens next.

Makes the written contract the complete record of the parties' deal, limiting reliance on earlier discussions or side promises.

A clause requiring parties to try to resolve a dispute through progressively senior people, and sometimes mediation, before starting litigation or arbitration.

A provision placing money, securities, or assets with a neutral third party to be released only when defined conditions are met.

A EULA is the contract that licenses software to the person or company using it, setting what the user may do with the code and what the publisher keeps.

A contractual provision that restricts one or both parties from making the same kind of deal with anyone else for a defined period.

An agreement both sides are still performing, which is why a bankruptcy filing lets the debtor keep it and cure it, or reject it and pay damages.

An express contract states its terms in words, and an implied contract arises from the parties' conduct or is imposed by a court to prevent unjust enrichment.

A contractual provision that excuses performance when an extraordinary event prevents one or both parties from fulfilling their obligations.

Requires the parties to sign documents and take reasonable follow-up actions needed to complete the transaction or give the agreement full effect.

A contractual provision that selects which jurisdiction’s substantive law will be used to interpret and enforce the agreement.

A promise by one party not to hold the other responsible for specified losses connected to the contract, shifting the cost of those risks onto the promisor.

Defines which financial obligations count as debt under the contract, so leverage, default, and purchase-price calculations use the same list.

A contractual provision in which one party agrees to cover specified losses or third-party claims that the other party incurs.

An insurance clause requires one party to carry specified insurance coverage during the contract term and to prove it to the other party.

Requires specified insurance coverage and limits, often naming the other party as an additional insured.

A provision fixing who owns the intellectual property created under a contract, assigning it to one party and defining what each side keeps.

A jurisdiction clause names the court or courts with authority to hear disputes under a contract, setting where the parties will litigate if a disagreement ends up in court.

Records proposed deal terms while identifying which provisions bind the parties before the definitive agreement is signed.

Defines the permission to use another party's intellectual property, including whether use is exclusive, where it applies, for how long, and for which purposes.

A contractual provision that caps the amount and types of damages one party can recover from the other.

A contractual provision setting a fixed sum payable on a specified breach, agreed in advance as a reasonable estimate of the resulting loss.

A framework contract that settles liability, IP, confidentiality, and payment terms once, so each later project runs on a short statement of work under it.

A provision that lets a party walk away or refuse to close if a serious, unexpected event damages the other party's business or its ability to complete the deal.

A contractual provision guaranteeing one party terms at least as favorable as those the other party gives to anyone comparable.

A contractual provision that restricts a party from competing with the other for a defined time, area, and scope of activity.

A standalone contract that lets the parties trade sensitive information for a stated purpose and sets the limits on what the recipient may do with it.

Limits statements one or both parties may make about the other, often in separation, settlement, or executive transition agreements.

A contractual provision that bars a party from poaching the other side's customers or employees for a set period.

Specifies how formal notices must be delivered, where they go, and when the contract treats them as received.

A three-party agreement that substitutes a new party for an original party, releasing the departing party and binding the incoming party to the same terms.

Determines which contract document controls when the master agreement conflicts with an order form, SOW, exhibit, or DPA.

A payment terms clause sets when, how, and in what amounts one party pays another, along with the consequences of paying late.

A promissory note is a signed written promise to pay a fixed sum of money to a named payee or to bearer, on demand or at a definite time.

A clause governing whether and how a party may use the other's name, logo, or trademarks, or announce the deal, in press releases, marketing, and customer references.

A purchase agreement is the contract that moves specified property from a seller to a buyer at an agreed price, on agreed conditions, with agreed liability allocation.

A set of factual statements each party makes about itself and the deal, which the other party relies on and can sue over if they prove untrue.

A contractual provision that lets a designated party match a bona fide third-party offer before the owner can sell to that third party.

A clause that lets one party inspect the other's books, records, systems, or facilities to verify payments, compliance, usage, or security under the contract.

A scope of work is the contract language that states what a provider will deliver, on what schedule, at what price, and to what standard of acceptance.

A service level agreement sets a measurable performance standard for a service and fixes what the customer gets when the provider misses it.

A clause giving the customer a partial credit when the vendor misses a committed service level, such as uptime, often as the customer's only remedy for the failure.

A provision governing whether a party can deduct what it is owed from what it owes the other, or waiving that right so payments must be made in full.

A contractual provision that keeps the rest of a contract in force if a court finds one part invalid or unenforceable.

Requires a software vendor to place source code with a neutral escrow agent for release after defined failure events.

A clause in a data processing addendum that governs when and how a vendor may hand the customer's personal data to a downstream provider, and on what conditions.

A contractual provision that ranks one party's claim, lien, or leasehold interest below another party's, so the senior interest gets paid or enforced first.

Makes the contract binding on permitted successors and assigns, including parties taking over through a merger or other transfer.

A contractual provision that keeps specified obligations enforceable after the agreement expires or is terminated.

A contractual provision that sets out how, when, and by whom a contract can be ended before its natural expiration.

Lets a party end the contract without proving breach, subject to the required notice period and any negotiated limits.

A clause that makes meeting deadlines a material term of the contract, so that any delay in performance is treated as a breach rather than a curable lateness.

A unilateral contract binds only the promisor until the other side performs the requested act, while a bilateral contract binds both parties the moment they exchange promises.

A provision stating that failing to enforce a contractual right once does not forfeit it, and that any waiver must be expressed and, usually, in writing.

A provision in which the contracting parties agree to give up their right to a jury, so that any dispute under the contract is decided by a judge instead.

A provision in which each party gives up its insurer's right to sue the other to recover a loss the insurer has already paid.

States what a party warrants about its goods or services and excludes implied warranties such as merchantability and fitness.

A wet signature is a handwritten, ink-on-paper signature applied directly to a physical document.

Determines whether the hiring party owns qualifying copyrightable work from creation and adds an assignment for rights the doctrine does not cover.