Contract Clause Library

About the Contract Clause Library

A library of more than 100 contract clause wordings in plain English — confidentiality, indemnity, limitation of liability, force majeure, termination, governing law, arbitration, non-solicitation, assignment, severability, notices and the rest of the clauses a commercial contract needs. Each clause explains what it does and why it matters, offers wordings for different positions — a balanced one and, for the clauses people argue about, versions that lean towards the party that provides and the party that pays — and lists what to watch for when negotiating it.

Where Indian law says something specific about a clause, a note says what, with the section or the judgment: that a non-compete running after the contract ends is void under section 27 of the Indian Contract Act, that a liquidated-damages sum is only a ceiling under section 74, that force majeure is read narrowly and a price rise is not enough, that an arbitration clause must give both sides an equal say in the tribunal. Choose the party names — Supplier and Customer, Licensor and Licensee, or your own — and every wording uses them. Collect the clauses you want in My clauses, in the order you want them. The free preview shows every explanation, tip and note with the first words of each wording; the full wordings, Copy clause and the downloads need a Premium pass.

Common uses

• Filling a gap in a draft — a missing notices or severability clause, an exit-assistance obligation.
• Preparing for a negotiation: seeing the balanced position and what each side usually asks for.
• Checking a counterparty’s clause against a balanced wording, then comparing the two drafts with the Contract Redline Compare.
• Learning what each standard clause does, for law students, founders and contract managers.

What each clause gives you

• What it does: the clause’s job in plain English, and why it matters.
• Wordings: a balanced version, and for the clauses parties argue about, versions that lean towards the party that provides (the supplier, licensor, consultant) or the party that receives or pays (the customer, licensee, client). Each says which way it leans.
• Negotiating it: what to ask for, what to watch out for and what to put in a schedule.
• In India: what the Indian Contract Act, the Arbitration and Conciliation Act and other statutes — and leading judgments of the Supreme Court — say about the clause, with the section or the case, linked to the official text on India Code where there is one.
• Read with: the clauses that work together with it.

Using a wording in your contract

Text in [square brackets] is a choice or a value to settle — a number of days, a cap, a law, a place — and the brackets should go once it is settled. The wordings use defined terms such as “this Agreement”, “Business Day” and “Confidential Information”; check that each one is defined in your contract, or define it, and that clause references such as “clause [confidentiality]” point to the right numbers. The Contract Consistency Checker finds leftover brackets, undefined terms and broken cross-references once the clauses are in place.

Notes on Indian law

The notes summarise what a provision or a judgment says and nothing more: section 27 of the Indian Contract Act 1872 on restraint of trade, section 28 on clauses that limit legal proceedings, sections 32 and 56 on contingent contracts and impossibility, section 73 on remoteness of damage, section 74 on stipulated sums, sections 124 and 125 on indemnity; sections 7, 9, 10, 11, 12(5) and 29A of the Arbitration and Conciliation Act 1996; the Copyright Act on assignments and moral rights; the Specific Relief Act on injunctions; the Information Technology Act on electronic contracts; the Stamp Act; the DPDP Act on processors; the MSMED Act on payment periods; and Supreme Court judgments including Energy Watchdog v CERC (2017) 14 SCC 80, Kailash Nath Associates v DDA (2015) 4 SCC 136, Percept D’Mark v Zaheer Khan (2006) 4 SCC 227 and the Constitution Bench in CORE v ECI SPIC SMO MCML (JV) on unilateral appointment of arbitrators. Laws change and courts refine them: read the provision or the judgment before relying on a note.

What the library is not

The wordings are general starting points written for this library. They do not fit every deal, they do not know your facts, and a clause that is fair in one contract can be wrong in another. They are not legal advice and do not create a lawyer–client relationship. For anything that matters, have a lawyer review the contract — the whole contract, not only the clause you took from here.

Limitations

• The wordings are in English and written for commercial contracts between businesses. Consumer contracts, employment contracts and regulated sectors (banking, insurance, healthcare) have their own rules.
• The notes cover Indian law only. Outside India, check how the law that governs your contract treats each clause — rules on non-competes, penalties, exclusions of liability and unfair terms differ widely.
• Clauses depend on each other: a liability cap, an indemnity, insurance and force majeure have to be read together, and a wording taken alone may need adjusting to fit the rest of your contract.

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