Clause Library

Pre-approved clauses, playbook positions, and fallback language

New Contract

Total Clauses

142

Pending Review

6

Playbook Coverage

94%

Last Updated

2d ago

§ 1.1·Playbook v3.2

Confidentiality

low risk

The Service Provider shall maintain confidentiality of all proprietary information disclosed during the term of this agreement and for a period of five (5) years thereafter.

Matches playbook. Five-year tail aligns with corporate IP policy.
§ 1.2·Playbook v3.2

Limitation of Liability

high risk

Total liability of either party shall not exceed the fees paid in the previous 12 months under this agreement.

Deviates from playbook. Standard policy requires a $1,000,000 floor for data breach scenarios.
§ 2.4·Playbook v3.2

Intellectual Property

low risk

All Work Product remains the sole property of the Client upon payment of associated fees.

Standard. No deviation.
§ 3.1·Playbook v3.2

Data Privacy & GDPR

medium risk

Modified GDPR clause includes non-standard audit rights with 14-day notice to processor.

Notice period reduced from 30 days. Confirm with DPO.
§ 4.2·Playbook v3.2

Termination for Convenience

high risk

Either party may terminate without cause upon thirty (30) days written notice.

No-fault termination — requires CFO sign-off for contracts > $250k.
§ 5.1·Playbook v3.2

Force Majeure

low risk

Neither party shall be liable for delay or failure caused by events beyond reasonable control including acts of God, war, pandemic, or government action.

Standard playbook. Updated post-2020 to include pandemic.
§ 6.3·Playbook v3.2

Assignment

medium risk

Neither party may assign this agreement without prior written consent, except to an affiliate or successor in interest.

Affiliate carve-out is non-standard; flag for review on regulated industry deals.
§ 7.2·Playbook v3.2

Governing Law

low risk

This agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of laws principles.

Default jurisdiction. Substitute when counterparty is EU-based.