Clause primers
What the clause does, why it is there, and how it is negotiated
An AI tool will explain any clause in seconds, and the explanation will sound right. These primers explain 30 common provisions, each with a sample clause, how each side usually negotiates it and what AI explanations tend to get wrong.
Legal information, not legal advice. Each primer describes the type of provision in general; your own clause depends on its exact words, the rest of the agreement and the governing law.
Risk and liability
- Consequential damages exclusion
- Disclaimer of implied warranties
- Entire agreement clause with non-reliance statement
- Indemnification clause (third-party claims)
- Insurance requirements clause
- Limitation of liability cap
- Liquidated damages clause
- Sandbagging clause (pro-sandbagging and anti-sandbagging)
Term, termination and change
- Assignment and change of control clause
- Automatic renewal (evergreen) clause
- Contractual limitations period clause
- Force majeure clause
- Material adverse change (MAC) and material adverse effect (MAE) clause
- Termination for convenience clause
Commercial terms
- Confidentiality residuals clause
- Contractual set-off clause
- Customer audit rights
- Exclusivity and non-compete clause (commercial agreements)
- Most-favored-nation (MFN) clause
- Non-solicitation of employees clause (commercial agreements and NDAs)
- Service credits as sole and exclusive remedy
Disputes
Finance documents
- Big boy (non-reliance on undisclosed information) clause
- Cross-default and cross-acceleration clause
- Limited recourse and non-petition clause
- Negative pledge clause
- Participation elevation clause
- Survival clause
- Withholding tax gross-up clause
TOOLS
For a clause not listed here, the Clause Primer Kit, included in All-access, produces a primer in the same format inside the AI tool you already use.
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