Clause library

Limitation of Liability

A limitation of liability clause caps how much one party can owe the other if something goes wrong.

Indemnities

An indemnity is a promise by one party to compensate the other for specific losses, costs, or claims — even if those losses weren't caused by a breach of contract.

IP Ownership

The intellectual property ownership clause determines who owns the work product created under the contract.

Data Protection

The data protection clause sets out how personal data is handled under the contract, who is the data controller, who is the data processor, and what obligations each party owes under UK GDPR and the Data Protection Act 2018.

Termination

The termination clause sets out the conditions under which either party can end the contract, how much notice is required, and what happens when the contract ends.

Dispute Resolution

The dispute resolution clause sets out the process parties must follow before and during a formal legal claim — including escalation steps, arbitration or court proceedings, and any time limits on bringing a claim.

Auto-Renewal

An auto-renewal clause rolls the contract over automatically at the end of its term unless one party actively opts out within a specific cancellation window.

Fee Increases

A fee increase clause lets the supplier raise their prices during the contract term, typically linked to an index such as CPI or at the supplier's discretion.

Payment Terms

Payment terms set out when invoices fall due, what happens if payment is late or disputed, and whether the supplier can suspend services over an unpaid bill.

Assignment and Change of Control

These clauses govern who you can end up contracting with if either business is sold or restructured, and whether a funding round or acquisition could trigger the other side's exit rights.

Governing Law

The governing law clause determines which country's laws interpret the contract and which courts have jurisdiction over disputes — which directly affects your cost of enforcement.

Confidentiality

The confidentiality clause (or NDA) sets out what information must be kept secret, how long that obligation lasts, and the limited circumstances in which disclosure is permitted.