// Use when drafting contract language, terms and conditions, or legal clauses for business agreements. Helps structure clear, enforceable clauses that protect both parties while remaining readable.
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| name | contract-clause-writer |
| description | Use when drafting contract language, terms and conditions, or legal clauses for business agreements. Helps structure clear, enforceable clauses that protect both parties while remaining readable. |
Create contract clauses that are clear, enforceable, and fair. This skill helps you draft standard contract language for common business scenarios, focusing on clarity over legal jargon. Note: Always have a qualified attorney review contracts before signing.
CONTRACT CLAUSE
Clause Type: [Category of clause]
Use Case: [When to use this clause]
Risk Level: [What this clause protects against]
---
STANDARD CLAUSE:
[Full clause text in plain language]
---
ALTERNATIVE VERSIONS:
Favor Provider:
[Version that tilts toward service provider]
Favor Client:
[Version that tilts toward client/customer]
Mutual/Balanced:
[Most balanced version for both parties]
---
KEY TERMS EXPLAINED:
- [Term 1]: [Plain language explanation]
- [Term 2]: [Plain language explanation]
---
NEGOTIATION NOTES:
- Common pushback: [What the other party might object to]
- Acceptable compromises: [Where you can flex]
- Non-negotiables: [What should not change]
---
RED FLAGS:
- [Language that would be problematic if proposed by other party]
- [Clause modifications that create risk]
---
DISCLAIMER:
This is a template for educational purposes. Consult a qualified attorney
for your specific situation before using in actual contracts.
| Element | Best Practice |
|---|---|
| Language | Plain English over legalese |
| Defined terms | Capitalize consistently |
| Specificity | Dates, numbers, names explicit |
| Mutual obligations | Balance where possible |
| Termination | Always include clear exit terms |
| Dispute resolution | Specify process and jurisdiction |
| Review | Always have attorney verify |
Instead of: "Party of the first part shall indemnify and hold harmless..." Write: "The Client agrees to protect the Provider from..."
First use: "The Services" means the consulting work described in Exhibit A. After: Use "the Services" consistently throughout.
Vague: "Payment is due promptly" Specific: "Payment is due within 30 days of invoice date"
Write clauses as if you'll need to explain them to a judge who has no context.
Input: Write a payment terms clause for a consulting agreement with 50% upfront and 50% on completion
Output:
CONTRACT CLAUSE
Clause Type: Payment Terms
Use Case: Consulting/service agreements with milestone-based payment
Risk Level: Protects against non-payment and project abandonment
---
STANDARD CLAUSE:
PAYMENT TERMS
4.1 Fees. Client agrees to pay Provider the total fee of [AMOUNT] (the "Fee") for the Services described in this Agreement.
4.2 Payment Schedule. The Fee shall be paid as follows:
(a) Deposit: Fifty percent (50%) of the Fee ([AMOUNT]) is due upon execution of this Agreement. Work will not commence until the Deposit is received.
(b) Final Payment: The remaining fifty percent (50%) of the Fee ([AMOUNT]) is due within fifteen (15) days of Provider's delivery of the final Deliverables.
4.3 Payment Method. All payments shall be made via [bank transfer/credit card/check] to the account designated by Provider.
4.4 Late Payment. Invoices not paid within the time specified shall bear interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower), calculated from the due date until paid in full.
4.5 Expenses. Unless otherwise agreed in writing, Client shall reimburse Provider for pre-approved, reasonable expenses incurred in performing the Services within thirty (30) days of receipt of expense documentation.
---
ALTERNATIVE VERSIONS:
Favor Provider:
"4.2 Payment Schedule. Fifty percent (50%) of the Fee is due upon execution. The remaining fifty percent (50%) is due upon delivery, regardless of Client's acceptance. Non-payment within 10 days of due date entitles Provider to suspend Services and retain all work product until payment is received."
Favor Client:
"4.2 Payment Schedule. Twenty-five percent (25%) is due upon execution. Fifty percent (50%) is due upon Client's written approval of milestone deliverables. The remaining twenty-five percent (25%) is due within 30 days of Client's final acceptance of all Deliverables."
Mutual/Balanced:
"4.2 Payment Schedule. Fifty percent (50%) is due upon execution. Fifty percent (50%) is due within 15 days of delivery. If Client identifies material defects within 10 business days of delivery, final payment may be withheld until defects are cured, but Client must provide written notice specifying the defects."
---
KEY TERMS EXPLAINED:
- Fee: The total agreed-upon price for all services
- Deposit: Upfront payment required before work begins
- Final Deliverables: The completed work product as defined in the scope
- Late Payment Interest: Penalty for delayed payment (1.5%/month = 18%/year)
---
NEGOTIATION NOTES:
- Common pushback: Client wants to pay 100% upon completion
- Acceptable compromises: 30% upfront / 70% on completion; or milestone payments
- Non-negotiables: Some upfront payment required (protects against project abandonment)
---
RED FLAGS:
- "Payment upon Client's final satisfaction" (too subjective, invites disputes)
- No late payment penalty (no incentive to pay on time)
- "Payment net 90" (3 months is too long for cash flow)
- No expense pre-approval process (leads to disputes over reimbursement)
---
DISCLAIMER:
This is a template for educational purposes. Consult a qualified attorney
for your specific situation before using in actual contracts.
Input: Write an IP ownership clause for a freelance design contract where the client owns final work but designer keeps portfolio rights
Output:
CONTRACT CLAUSE
Clause Type: Intellectual Property Ownership
Use Case: Creative/design work where client needs ownership but designer needs portfolio
Risk Level: Protects against IP disputes and ensures clear ownership
---
STANDARD CLAUSE:
INTELLECTUAL PROPERTY
6.1 Definitions.
(a) "Work Product" means all designs, graphics, files, and materials created by Designer specifically for Client under this Agreement.
(b) "Pre-Existing Materials" means any designs, templates, code, fonts, stock images, or other materials owned by Designer prior to this Agreement or developed independently of this Agreement.
(c) "Third-Party Materials" means any materials licensed from third parties (e.g., stock photos, licensed fonts).
6.2 Ownership of Work Product. Upon receipt of full payment, Designer hereby assigns to Client all right, title, and interest in and to the Work Product, including all intellectual property rights therein. This assignment is effective only upon receipt of full payment; until that time, all Work Product remains the property of Designer.
6.3 Pre-Existing Materials. Designer retains all rights to Pre-Existing Materials. To the extent any Pre-Existing Materials are incorporated into the Work Product, Designer grants Client a non-exclusive, perpetual, royalty-free license to use such Pre-Existing Materials solely as part of the Work Product.
6.4 Third-Party Materials. Client is responsible for ensuring it has appropriate licenses for any Third-Party Materials incorporated into the Work Product at Client's request. Designer will notify Client of any Third-Party Materials used and their licensing requirements.
6.5 Portfolio Rights. Notwithstanding the assignment in Section 6.2, Designer retains the right to display the Work Product in Designer's portfolio, website, and marketing materials for the purpose of showcasing Designer's work. Client may revoke this right in writing if there is a legitimate business reason (e.g., confidential product launch).
6.6 Moral Rights. To the extent permitted by law, Designer waives any moral rights in the Work Product, including the right to attribution.
---
ALTERNATIVE VERSIONS:
Favor Designer (License Model):
"6.2 License Grant. Designer grants Client an exclusive, perpetual, royalty-free license to use the Work Product for Client's business purposes. Designer retains ownership of all Work Product and may create derivative works or license similar designs to non-competing parties."
Favor Client (Full Assignment):
"6.2 Work Made for Hire. All Work Product is considered 'work made for hire' under copyright law. To the extent any Work Product does not qualify as work made for hire, Designer hereby assigns all rights to Client. Designer may not use, display, or reference the Work Product without Client's written permission."
Mutual/Balanced (Standard Above):
The standard clause above is balanced—Client gets ownership for business use, Designer keeps portfolio rights and pre-existing materials.
---
KEY TERMS EXPLAINED:
- Work Product: The new creative work made specifically for this project
- Pre-Existing Materials: Things the designer already owned (templates, tools)
- Assignment: Legal transfer of ownership
- Portfolio Rights: Designer's ability to show off the work to get new clients
- Moral Rights: The right to be credited as the creator
---
NEGOTIATION NOTES:
- Common pushback: Client wants to restrict portfolio use entirely
- Acceptable compromises: Delay portfolio use for 6-12 months (for product launches); exclude confidential elements
- Non-negotiables: Portfolio rights for non-confidential work; ownership tied to payment
---
RED FLAGS:
- "All ideas discussed belong to Client" (overly broad, stifles creativity)
- No payment contingency on IP transfer (designer loses work if client doesn't pay)
- "Designer may not work for competitors" (non-compete buried in IP clause)
- No license for pre-existing materials (client may not have rights to use deliverables)
---
DISCLAIMER:
This is a template for educational purposes. Consult a qualified attorney
for your specific situation before using in actual contracts.
Input: Write a termination clause for a 12-month service agreement allowing either party to exit with notice
Output:
CONTRACT CLAUSE
Clause Type: Termination
Use Case: Ongoing service agreements with defined term
Risk Level: Protects both parties' ability to exit and ensures orderly transition
---
STANDARD CLAUSE:
TERM AND TERMINATION
8.1 Term. This Agreement begins on [START DATE] and continues for twelve (12) months (the "Initial Term"), unless terminated earlier in accordance with this Section. After the Initial Term, this Agreement will automatically renew for successive twelve (12) month periods (each a "Renewal Term") unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.
8.2 Termination for Convenience. Either party may terminate this Agreement for any reason upon sixty (60) days' prior written notice to the other party.
8.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if:
(a) The other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach; or
(b) The other party becomes insolvent, files for bankruptcy, or ceases to operate in the normal course of business.
8.4 Effect of Termination.
(a) Payment Obligations. Client shall pay Provider for all Services rendered through the effective date of termination. If Client terminates for convenience, Client shall also pay Provider a termination fee equal to [one month's fees / 25% of remaining contract value / $X].
(b) If Provider terminates for convenience, Provider shall refund to Client any prepaid fees for Services not yet rendered.
(c) Return of Materials. Within ten (10) days of termination, each party shall return or destroy the other party's Confidential Information and certify in writing that it has done so.
8.5 Transition Assistance. Upon termination for any reason, Provider shall cooperate reasonably with Client to transition Services to Client or a successor provider, provided Client pays Provider's then-current rates for such assistance.
8.6 Survival. Sections [Confidentiality, Intellectual Property, Limitation of Liability, Indemnification] shall survive termination of this Agreement.
---
ALTERNATIVE VERSIONS:
Favor Provider (Harder for Client to Exit):
"8.2 Termination for Convenience. Client may terminate with 90 days' notice and payment of all fees through the end of the then-current term. Provider may terminate with 30 days' notice."
Favor Client (Easier to Exit):
"8.2 Termination for Convenience. Either party may terminate with 30 days' notice. No termination fees shall apply. Client shall only pay for Services actually rendered."
Mutual/Balanced (Standard Above):
60 days' notice, reasonable termination fee if Client exits early, refund if Provider exits early.
---
KEY TERMS EXPLAINED:
- Initial Term: The first contract period (12 months here)
- Renewal Term: Subsequent automatic extension periods
- Termination for Convenience: Ending without a specific reason
- Termination for Cause: Ending because one party did something wrong
- Material Breach: A significant violation of the contract
- Cure Period: Time allowed to fix a breach before termination
- Survival: Clauses that remain in effect after the contract ends
---
NEGOTIATION NOTES:
- Common pushback: Client wants shorter notice period (30 days)
- Acceptable compromises: 45-day notice; sliding scale termination fee (higher early, lower later)
- Non-negotiables: Some termination fee for early exit; cure period for breach
---
RED FLAGS:
- "This Agreement may only be terminated by mutual consent" (no exit without agreement)
- "Client must pay all remaining fees upon termination" (paying for work not done)
- No cure period before termination for cause (can be terminated for minor fixable issues)
- "Provider may terminate immediately for any reason" (one-sided)
- Auto-renewal without notice requirement (trapped in perpetual renewals)
---
ADDITIONAL CLAUSE: TERMINATION FEE SCHEDULE
For multi-year or high-value contracts, consider a declining termination fee:
"If Client terminates for convenience during the Initial Term, Client shall pay a termination fee as follows:
- Months 1-3: 75% of remaining contract value
- Months 4-6: 50% of remaining contract value
- Months 7-9: 25% of remaining contract value
- Months 10-12: No termination fee"
---
DISCLAIMER:
This is a template for educational purposes. Consult a qualified attorney
for your specific situation before using in actual contracts.