CLAUSE: A Clause Library You Keep Yourself
The reason a contract takes a fortnight is rarely the deal. It is that the clause everybody wants is in a file on somebody's laptop, the numbers went wrong when two clauses were swapped, and clause 14.3 now cross-refers to a clause that turned into something else. Here the numbering is computed rather than typed, a cross-reference points at a clause instead of at a number, and the party names are entered once.
Read this before you use a word of it
This is a drafting aid. It is not legal advice. The clauses here are neutral, ordinary drafting. Whether any one of them is right for your deal depends on the deal, the parties, the money, the jurisdiction and the risk, none of which this page knows anything about.
A clause is only right for a deal once a lawyer who knows the deal has looked at it. A well-drafted clause in the wrong contract does more damage than a badly drafted one, because it reads as though somebody thought about it.
1. The library
2. The document
No clauses in the document.
A clause sits at the top level or one level in. Its own paragraphs are numbered a level below it, and a line inside it that starts with a plus goes a level below that, which is three levels of numbering. Reorder and every number and every cross-reference is worked out again.
3. Fill in the blanks
Every placeholder in the clauses you picked, gathered here. Fill one and it changes everywhere it appears.
4. Definitions check
Which capitalised terms this document defines, which it defines and never uses, and which it uses without defining.
5. The document as it stands
6. Take it away
What this is, and what it is not
The numbering is worked out, never typed. Every clause in the document is numbered from its position. Its own paragraphs are numbered a level below it and a line inside it that begins with a plus goes a level below that, which gives three levels. Move a clause and every number changes, including the numbers inside the clauses around it.
A cross-reference points at a clause, not at a number. Writing see clause {{ref:confidentiality}} stores the reference key of the confidentiality clause. When the document is rendered, that key is looked up and replaced with whatever number that clause currently has. Take the clause out of the document and the reference says so in plain words rather than pointing at the wrong thing.
Both sides of a clause are here where both sides exist. Where a clause reads differently depending on who drafted it, the library holds both and labels them: a balanced limitation of liability and a supplier-favourable one, an assignment of deliverables and a licence of them, a mutual confidentiality clause and a one-way one. Each carries a note on what it is for and a note on where the argument usually is.
The definitions check is a pattern, not an understanding. It finds defined terms by the drafting forms that actually appear in contracts, and it finds capitalised terms by looking for capitalised words that are not at the start of a sentence and not on a list of ordinary words. The last list will pick up a proper name that was never meant to be a defined term. Read it as a list to check, not a list of faults.
The .docx is a minimal Word file, written here. It is a zip of three XML parts: the content types, the package relationship and the document. The numbers are written into the text rather than left to Word's own numbering, because the numbers are computed on this page and that is the only way to be certain the file says what the page says. Open it and look before you send it.
The library is yours from the first run. The shipped clauses are copied into this browser's local storage the first time you open the page, and from then on they are ordinary clauses you can rewrite, retag or delete. Nothing is sent anywhere. Download the JSON to move your library to another machine, because clearing site data clears it.
It is a drafting aid and not legal advice. A clause is only right for a deal once a lawyer who knows the deal has looked at it. A well-drafted clause in the wrong contract does more damage than a badly drafted one, because it reads as though somebody thought about it.
Questions people ask
Are these clauses safe to use as they are?
No set of clauses is safe to use as it is, including these. They are neutral, ordinary drafting of the kind that appears in commercial agreements, written to be a starting point for a conversation with somebody qualified. The deal, the money, the parties and the jurisdiction all change what the right clause says.
What jurisdiction are they written for?
None in particular, which is a limitation and not a feature. The drafting style is the common law commercial style used across England, Ireland, Canada, Australia and much of the United States, and the terms leave the governing law and the courts as placeholders. Statute-specific clauses, such as third party rights, are worded generally and will need local wording.
How do cross-references survive being reordered?
They do not store a number. A clause has a reference key, and a cross-reference written as a reference to that key is resolved to a number at the moment the document is rendered. Ten reorderings produce ten sets of numbers and ten correct sets of cross-references.
Will the .docx open in Word?
It is a minimal but valid Office Open XML package and opens in Word, LibreOffice and Google Docs. It carries no styles, no table of contents and no automatic numbering, because those would be a second source of truth for numbers this page has already worked out. Treat it as a clean draft to format, not as a finished document.
Can I add my own clauses?
Yes, and that is the point of it. Write a new clause, or duplicate one that is close and change it. Give it a heading, a reference key so other clauses can point at it, and tags so you can find it later. Your clauses and the shipped ones behave identically.
What happens to a placeholder I never fill in?
It prints as its own name in square brackets, and it is highlighted in the preview. That is deliberate: a document with a visible gap is safer than one where a party name quietly defaulted to something that looked plausible.