SKILL — The Atlas

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 descriptions of common contract clauses and what a balanced version looks like. Use when judging whether a clause is standard or one-sided.

Use these reference points to judge whether a clause in the document is standard, favorable, or unfavorable. These describe a typical balanced position; deviations are what to flag.

- **Mutual indemnification** — each party indemnifies the other for its own breach, IP infringement, and negligence, with the indemnitor controlling defense and the indemnitee cooperating. - **Liability cap** — total liability capped at fees paid in the preceding 12 months, with carve-outs (uncapped) for confidentiality breach, IP infringement, and gross negligence/willful misconduct. - **Termination for convenience** — either party may terminate on 30-60 days' written notice; fees prorated to the termination date. - **Confidentiality** — survives 3-5 years (indefinitely for trade secrets); standard exclusions for public, independently-developed, or lawfully-received information. - **IP ownership** — each party retains pre-existing IP; deliverables/work product assigned to the customer on full payment; provider retains residual know-how. - **Governing law / disputes** — a neutral, named jurisdiction; arbitration or courts specified; injunctive relief preserved for confidentiality/IP breaches.

When a clause materially departs from these (e.g. one-sided indemnity, no liability cap, perpetual exclusivity), flag it with a citation.