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dochaus/skill/clause-library/SKILL.md

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.

- **Liability** — caps, carve-outs, super-caps. `references/liability.md` - **Indemnification** — scope, triggers, defense control. `references/indemnification.md` - **Termination** — cause, convenience, renewal, wind-down. `references/termination.md` - **Payment** — escalation, set-off, refunds, taxes. `references/payment.md` - **Intellectual property** — ownership, licenses, work product, feedback. `references/intellectual-property.md` - **Confidentiality** — definition, term, exclusions, restrictive covenants. `references/confidentiality.md` - **Warranties** — express warranties, disclaimers, remedies. `references/warranties.md` - **Limitation of remedies** — exclusive remedies, damages waivers, liquidated damages. `references/remedies.md` - **Assignment and change of control** — consent, deemed assignment, carve-outs. `references/assignment.md` - **Governing law and dispute resolution** — law, venue, arbitration, equitable relief. `references/governing-law.md` - **Force majeure** — covered events, notice, exit rights. `references/force-majeure.md` - **Data protection** — roles, breach notice, subprocessors, transfers. `references/data-protection.md`

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.