The balanced-position reference: six clause families with market-standard anchors — mutual indemnification, liability caps at 12 months of fees with carve-outs, 30–60 day termination for convenience, 3–5 year confidentiality (indefinite for trade secrets), pre-existing IP retained with deliverables assigned, neutral governing law. Instructs agents to flag material departures with citations. Calibrating what reviewers call one-sided, or extending the clause baseline.
name: clause-library description: Reference library of balanced market positions, common one-sided variants, and fallback ladders for the twelve clause families reviewed in every commercial contract. Use when judging whether a clause is standard or one-sided, proposing alternative language, building a fallback position, or answering "what is market" for liability caps, indemnities, termination, payment, IP, confidentiality, warranties, remedies, assignment, governing law, force majeure, or data protection.
These are US commercial-market reference points, not legal standards — verify against the matter's jurisdiction pack before relying on any position, and qualify jurisdiction-sensitive judgments (restrictive covenants, warranty disclaimers, liquidated damages, data transfers) explicitly.
Each clause family has one reference file containing the balanced position,
the common one-sided variants seen from each side, and a fallback ladder
ordered from the preferred position down to the last acceptable rung. Fenced
example blocks are illustrative market language for comparison only — they
are not firm-approved text; approved replacement text lives in the matter's
playbook. The families align one-to-one with the contract-risk-checklist
areas; use that skill to find problems, this one to judge severity and propose
positions.
When a clause materially departs from the balanced position, flag it with a citation, identify which one-sided variant it matches, and locate the nearest acceptable rung on the family's fallback ladder.