Explore Legal Clauses

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

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 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.

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.

A boilerplate provision stating the written contract is the parties' complete and final agreement, replacing every prior promise or side conversation on the same subject.

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

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

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

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

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

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

The operative provision that gives one party permission to use another's intellectual property, on terms set by its scope: exclusive or not, where, for how long, and for what.

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

A provision, also called a notice provision, setting how the parties must deliver formal communications under the contract and when those notices count as legally received.

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 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.

A provision requiring a software vendor to deposit its source code with a neutral escrow agent, to be released to the customer only on defined failure events such as the vendor's bankruptcy.

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.

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.

A provision that states what a party affirmatively warrants about its goods or services and disclaims every other warranty, including the implied warranties of merchantability and fitness.

A provision making the hiring party the legal author and first owner of copyrightable work from the moment it is created, with a backup assignment for anything the doctrine does not reach.