| name | clause-library |
| description | Reference library of balanced market positions, common one-sided variants, and fallback ladders for the twelve clause families reviewed in every commercial contract. Use when judging whether a clause is standard or one-sided, proposing alternative language, building a fallback position, or answering "what is market" for liability caps, indemnities, termination, payment, IP, confidentiality, warranties, remedies, assignment, governing law, force majeure, or data protection. |
These are US commercial-market reference points, not legal standards — verify
against the matter's jurisdiction pack before relying on any position, and
qualify jurisdiction-sensitive judgments (restrictive covenants, warranty
disclaimers, liquidated damages, data transfers) explicitly.
Each clause family has one reference file containing the balanced position,
the common one-sided variants seen from each side, and a fallback ladder
ordered from the preferred position down to the last acceptable rung. Fenced
example blocks are illustrative market language for comparison only — they
are not firm-approved text; approved replacement text lives in the matter's
playbook. The families align one-to-one with the contract-risk-checklist
areas; use that skill to find problems, this one to judge severity and propose
positions.
- **Liability** — caps, carve-outs, super-caps. `references/liability.md`
- **Indemnification** — scope, triggers, defense control. `references/indemnification.md`
- **Termination** — cause, convenience, renewal, wind-down. `references/termination.md`
- **Payment** — escalation, set-off, refunds, taxes. `references/payment.md`
- **Intellectual property** — ownership, licenses, work product, feedback. `references/intellectual-property.md`
- **Confidentiality** — definition, term, exclusions, restrictive covenants. `references/confidentiality.md`
- **Warranties** — express warranties, disclaimers, remedies. `references/warranties.md`
- **Limitation of remedies** — exclusive remedies, damages waivers, liquidated damages. `references/remedies.md`
- **Assignment and change of control** — consent, deemed assignment, carve-outs. `references/assignment.md`
- **Governing law and dispute resolution** — law, venue, arbitration, equitable relief. `references/governing-law.md`
- **Force majeure** — covered events, notice, exit rights. `references/force-majeure.md`
- **Data protection** — roles, breach notice, subprocessors, transfers. `references/data-protection.md`
When a clause materially departs from the balanced position, flag it with a
citation, identify which one-sided variant it matches, and locate the nearest
acceptable rung on the family's fallback ladder.
