clause.md

Standard B2B contract clauses, explained in plain English. For humans and machines: every page is also raw markdown.

Term and termination

• Auto-renewal: the contract rolls over unless someone gives notice in time.
• Termination for convenience: exit without a reason, on notice.
• Termination for cause: exit for material breach or insolvency.
• Notice: how formal notices must be delivered to count.
• Survival: the obligations that continue after the contract ends.

Money

• Payment terms: invoicing, due dates, disputes, and suspension.
• Late payment interest: the cost of paying late, including EU statutory rules.
• Price increase: when and by how much fees can rise.

Risk and liability

• Liability cap: the ceiling on what one party can recover from the other.
• Indemnification: a promise to cover the other side’s losses from defined events.
• Warranty: the promises about the goods, services, and the parties themselves.
• Insurance: the policies a party must hold to back its obligations.
• Force majeure: what happens when events beyond anyone’s control stop performance.
• Service levels (SLA): measurable performance targets and the remedies for missing them.

Data and confidentiality

• Confidentiality: keeping the other party’s information secret.
• Data processing (DPA): handling personal data on someone else’s behalf under GDPR.
• Audit rights: checking licence usage, fees, and compliance.

Intellectual property

• IP ownership: who owns what is created under the contract.
• License grant: permission to use the other party’s IP within limits.

Parties and control

• Assignment: transferring the contract to someone else.
• Subcontracting: delegating the work without transferring the contract.
• Non-solicitation: not poaching the other side’s staff or customers.
• Exclusivity: dealing only with each other in a defined market.

General provisions

• Governing law: which country’s law applies.
• Jurisdiction: which courts or arbitrators decide disputes.
• Entire agreement: only the written contract counts.
• Severability: the rest survives if one part is unenforceable.
• Amendment: how the contract can be changed.

How to use this site

Append .md to any page’s URL to get the raw markdown version. llms.txt at the root lists every page for AI tools, and llms-full.txt has the whole library in one file. Everything here is educational, not legal advice.