Explore Legal Clauses
A free tool for in-house legal teams to better understand the landscape
- Acceptance ClauseA 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.Read More
- AddendumA supplemental document that adds terms to an existing contract and forms part of the parties' agreement when validly agreed and incorporated.Read More
- Adhesion Contract ClauseA 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.Read More
- AI Liability ClauseA contractual provision that allocates responsibility between a vendor and its customer for the use of AI and for the output it generates.Read More
- Aleatory Contract ClauseAn 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.Read More
- Amendment ClauseA provision requiring any change to the contract to be made in a signed writing, blocking informal or oral modifications.Read More
- Anti-Assignment ClauseA 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.Read More
- Arbitration ClauseA contractual provision that requires the parties to resolve disputes through binding arbitration instead of court litigation.Read More
- Asset Purchase Assumed-Liability and Indemnity Provisions ClauseThe provisions in an asset purchase agreement that identify which liabilities move to the buyer, which remain with the seller, and how the parties allocate related losses.Read More
- Assignment ClauseA contractual provision that controls whether a party can transfer its rights or obligations under the contract to a third party.Read More
- Auto-Renewal ClauseA contractual provision that extends a contract for another term automatically unless a party gives notice of non-renewal before a set deadline.Read More
- Best Efforts ClauseSets the level of effort a party must use to pursue a result, without guaranteeing that the result will occur.Read More
- Breach of Contract ClauseA breach of contract is a party's failure to perform a contractual obligation when performance is due, with no legal excuse for the failure.Read More
- Change of Control ClauseA contractual provision that triggers rights or obligations when one party is acquired or undergoes a change in ownership.Read More
- Class Action Waiver ClauseA 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.Read More
- Commercial Software License Audit, Support, and Termination ProvisionsThe provisions in a commercial software license that govern usage verification, maintenance and support, breach response, and how the license or agreement ends.Read More
- Confidentiality ClauseA contractual provision requiring one or both parties to keep specified information secret and use it only for an agreed purpose.Read More
- Consulting Deliverable, IP, and Acceptance ClausesThe provisions in a consulting agreement that define the work product, ownership and licensing of intellectual property, acceptance process, payment, and correction obligations.Read More
- Counterparts and Electronic Signature ClauseConfirms that parties may sign separate copies that together form one binding agreement, and that electronic and PDF signatures are valid.Read More
- Cumulative Remedies ClausePreserves access to multiple contractual, legal, or equitable remedies for a breach, subject to the agreement's limits.Read More
- Data Breach Notification ClauseRequires notice of a data breach, including the information needed for the other party to respond.Read More
- Data Protection (DPA) ClauseA 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.Read More
- Disclosure Schedules ClauseThe schedules and annexes that disclose exceptions, facts, or liabilities qualifying representations, warranties, and covenants in a transaction agreement.Read More
- Dispute Resolution ClauseSets the process and forum for resolving disputes, from negotiation and mediation through arbitration or litigation, so the parties know what happens next.Read More
- Entire Agreement ClauseMakes the written contract the complete record of the parties' deal, limiting reliance on earlier discussions or side promises.Read More
- Escalation ClauseA clause requiring parties to try to resolve a dispute through progressively senior people, and sometimes mediation, before starting litigation or arbitration.Read More
- Escrow ClauseA provision placing money, securities, or assets with a neutral third party to be released only when defined conditions are met.Read More
- EULA (End User License Agreement) ClauseA 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.Read More
- Exclusivity ClauseA contractual provision that restricts one or both parties from making the same kind of deal with anyone else for a defined period.Read More
- Executory Contract ClauseAn 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.Read More
- Express vs. Implied Contract ClauseAn 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.Read More
- Force Majeure ClauseA contractual provision that excuses performance when an extraordinary event prevents one or both parties from fulfilling their obligations.Read More
- Further Assurances ClauseRequires the parties to sign documents and take reasonable follow-up actions needed to complete the transaction or give the agreement full effect.Read More
- Good Faith ClauseA good faith clause sets an express standard for honest, fair, or cooperative performance, while the implied covenant may apply separately under the governing law.Read More
- Governing Law ClauseA contractual provision that selects which jurisdiction’s substantive law will be used to interpret and enforce the agreement.Read More
- Hold Harmless ClauseA 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.Read More
- Indebtedness ClauseDefines which financial obligations count as debt under the contract, so leverage, default, and purchase-price calculations use the same list.Read More
- Indemnification ClauseA contractual provision in which one party agrees to cover specified losses or third-party claims that the other party incurs.Read More
- Insurance ClauseAn insurance clause requires one party to carry specified insurance coverage during the contract term and to prove it to the other party.Read More
- Insurance Requirements ClauseRequires specified insurance coverage and limits, often naming the other party as an additional insured.Read More
- Intellectual Property Assignment and Ownership ClauseA provision fixing who owns the intellectual property created under a contract, assigning it to one party and defining what each side keeps.Read More
- Jurisdiction ClauseA 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.Read More
- JV Governance, Contribution, and Deadlock Provisions ClauseThe provisions in a joint venture agreement that allocate control, funding obligations, reserved matters, and a process for resolving an impasse.Read More
- Letter of Intent (LOI) ClauseRecords proposed deal terms while identifying which provisions bind the parties before the definitive agreement is signed.Read More
- License Grant ClauseDefines the permission to use another party's intellectual property, including whether use is exclusive, where it applies, for how long, and for which purposes.Read More
- Limitation of Liability ClauseA contractual provision that caps the amount and types of damages one party can recover from the other.Read More
- Liquidated Damages ClauseA contractual provision setting a fixed sum payable on a specified breach, agreed in advance as a reasonable estimate of the resulting loss.Read More
- Master Services Agreement (MSA) ClauseA framework contract that settles liability, IP, confidentiality, and payment terms once, so each later project runs on a short statement of work under it.Read More
- Material Adverse Change ClauseA 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.Read More
- Materiality Scrape ClauseA materiality scrape disregards specified materiality qualifiers when assessing a breach, calculating losses, or both, within the scope the parties agree.Read More
- Most Favored Nation ClauseA contractual provision guaranteeing one party terms at least as favorable as those the other party gives to anyone comparable.Read More
- Non-Compete ClauseA contractual provision that restricts a party from competing with the other for a defined time, area, and scope of activity.Read More
- Non-Disclosure Agreement (NDA) ClauseA 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.Read More
- Non-Disparagement ClauseLimits statements one or both parties may make about the other, often in separation, settlement, or executive transition agreements.Read More
- Non-Solicitation ClauseA contractual provision that bars a party from poaching the other side's customers or employees for a set period.Read More
- Notices ClauseSpecifies how formal notices must be delivered, where they go, and when the contract treats them as received.Read More
- Novation Agreement ClauseA 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.Read More
- Order of Precedence ClauseDetermines which contract document controls when the master agreement conflicts with an order form, SOW, exhibit, or DPA.Read More
- Payment Terms ClauseA payment terms clause sets when, how, and in what amounts one party pays another, along with the consequences of paying late.Read More
- Preemptive Rights ClauseA preemptive rights clause gives eligible holders an opportunity to buy new securities and preserve their ownership percentage, subject to specified conditions.Read More
- Promissory NoteA 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.Read More
- Publicity ClauseA 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.Read More
- Purchase Agreement ClauseA 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.Read More
- Representations and Warranties ClauseA 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.Read More
- Right of First Refusal ClauseA contractual provision that lets a designated party match a bona fide third-party offer before the owner can sell to that third party.Read More
- Right to Audit ClauseA clause that lets one party inspect the other's books, records, systems, or facilities to verify payments, compliance, usage, or security under the contract.Read More
- Scope of Work (SOW)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.Read More
- Service Level Agreement (SLA) ClauseA service level agreement sets a measurable performance standard for a service and fixes what the customer gets when the provider misses it.Read More
- Service Level Credits ClauseA 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.Read More
- Set-Off ClauseA 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.Read More
- Severability ClauseA contractual provision that keeps the rest of a contract in force if a court finds one part invalid or unenforceable.Read More
- Software Development Milestone and Acceptance ProvisionsThe provisions in a software development agreement that define milestones, testing, acceptance, rejection, remediation, payment, and the consequences of delay or failure.Read More
- Software Escrow ClauseRequires a software vendor to place source code with a neutral escrow agent for release after defined failure events.Read More
- Sub-Processor ClauseA 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.Read More
- Subordination ClauseA 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.Read More
- Successors and Assigns ClauseMakes the contract binding on permitted successors and assigns, including parties taking over through a merger or other transfer.Read More
- Survival ClauseA contractual provision that keeps specified obligations enforceable after the agreement expires or is terminated.Read More
- Termination ClauseA contractual provision that sets out how, when, and by whom a contract can be ended before its natural expiration.Read More
- Termination for Convenience ClauseLets a party end the contract without proving breach, subject to the required notice period and any negotiated limits.Read More
- Time Is of the Essence ClauseA 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.Read More
- Unilateral vs. Bilateral Contract ClauseA 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.Read More
- Waiver ClauseA 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.Read More
- Waiver of Jury Trial ClauseA 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.Read More
- Waiver of Subrogation ClauseA provision in which each party gives up its insurer's right to sue the other to recover a loss the insurer has already paid.Read More
- Warranty and Disclaimer of Warranties ClauseStates what a party warrants about its goods or services and excludes implied warranties such as merchantability and fitness.Read More
- Wet SignatureA wet signature is a handwritten, ink-on-paper signature applied directly to a physical document.Read More
- Work Made for Hire ClauseDetermines whether the hiring party owns qualifying copyrightable work from creation and adds an assignment for rights the doctrine does not cover.Read More
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