Clause checklist - what a contract is missing, and what bites
Philosophy
The most expensive clauses are the ones that are not in the contract. Reviewing a contract is not
only reading what is written - it is checking that no safeguard this deal needs is absent. This skill
walks the contract against a fixed list of 41 clause categories and, for each, says: present / absent
/ present-but-risky, quoting the clause when present.
It is extractive - what it shows comes from the contract, not from paraphrase. It flags presence
and risk; the assessment and the call stay with the lawyer.
One caution built into the method: CUAD is an extraction taxonomy, not a list of safeguards every
agreement must contain. Several categories are deal-specific, and some are mutually exclusive pairs
(uncapped vs cap on liability; unlimited vs limited licence grants). Treating every absence as a red
flag buries the real gaps in false positives.
The 41 categories (CUAD taxonomy)
Groups follow CUAD (1-6) plus ungrouped categories. Two steps per category: first applicability -
does this deal need the clause, given the contract type, the parties and the subject matter; then, for
applicable categories only: present / absent / risky + a quote when present. Mutually exclusive pairs
count as one decision - record which side the contract takes, not the "absence" of the other side.
Contract metadata
- Document name, Parties (verify authority to sign), Governing law.
Group 1 - term and dates
- Agreement date · Effective date · Expiration date · Renewal term (auto-renew?) · Notice period to terminate renewal.
Group 2 - competition restrictions
- Non-compete · Exclusivity · No-solicit of customers · Competitive restriction exception (carve-outs).
Group 3 - control and assignment
- Change of control (consent/termination on M&A?) · Anti-assignment.
Group 4 - licences
- License grant · Non-transferable license · Affiliate license (licensor) · Affiliate license (licensee) · Unlimited/all-you-can-eat license · Irrevocable or perpetual license.
Group 5 - post-term and audit
- Post-termination services · Audit rights.
Group 6 - liability
- Uncapped liability · Cap on liability.
Ungrouped
- Most favored nation · No-solicit of employees · Non-disparagement · Termination for convenience · ROFR/ROFO/ROFN · Revenue/profit sharing · Price restrictions · Minimum commitment · Volume restriction · IP ownership assignment · Joint IP ownership · Source code escrow · Covenant not to sue · Liquidated damages · Warranty duration · Insurance · Third-party beneficiary.
Output format
RED FLAGS (top):
- ABSENT: <category, applicable to this deal> - <why this deal needs it>
- RISKY: <category> - <how it is one-sided>
(a category marked not applicable never becomes a red flag)
41-CATEGORY TABLE:
| Category | Applicable | Status | Note | Quote (if present) |
| Governing law | yes | present | New York; courts of NY | "..." |
| Cap on liability | yes | absent | no liability ceiling | - |
| Source code escrow | no - no software licensed | n/a | - | - |
...
Limits
- A presence-and-risk checklist, not an interpretation of clause wording. Whether a clause is
effective, and the recommendation, are the lawyer's.
- The taxonomy is common-law-oriented at source (CUAD); for a specific jurisdiction add local-law
anchors (for Poland, see klauzule-kontraktowe-pl).
- Descriptive references without a clause ("the parties intend to cooperate") have nothing to match -
mark as "no clause, manual check".
Attribution
The 41-category clause taxonomy is based on CUAD (Contract Understanding Atticus Dataset), The
Atticus Project, CC BY 4.0 (https://www.atticusprojectai.org/cuad). Category descriptions and the
risk framing are MateMatic's own. MateMatic interpretation, not the position of any bar or regulator.
