Non-Solicitation clauses restrict a party from soliciting or enticing employees, customers, vendors, and suppliers to leave or sever relationships with any other party. This sample clause is unilateral and drafted in favor of Party A. The clause prohibits Party B (e.g., the receiver of confidential information, an employee, a contractor, etc.) from soliciting employees of Party A (e.g., the discloser of confidential information, an employer, a client, etc.). For more versions of this clause or other contractual clauses, try Lawgood for free.

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Non-Disparagement clauses restrict a party from negatively portraying the other party publicly. The sample clause here is unilateral and drafted in favor of Party A. Party B is restricted from making any negative statements about Party A and its subsidiaries, affiliates, etc. The clause includes (1) an optional knowledge qualifier (favorable to Party B) and (2) an exception for disclosure required by law. For more versions of this clause or other contractual clauses, try Lawgood for free.

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Non-Competition clauses in employment-related agreements restrict the employee or consultant from engaging with or performing business activities for a competitor of the employer or client for a period of time within a specific geographic area. The sample clause here is drafted in favor of the Employer/Client. It is a short-form that restricts the Employee/Consultant from engaging in or performing activities for the Employer/Client’s competitors for a specific period of time within a designated geographic area. For more versions of this clause or other contractual clauses, try Lawgood for free.

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Non-Circumvention clauses are covenants that restrict a party from working or doing business with another party’s contacts. This sample clause is mutual and drafted to be neutral. The clause prevents either party from contacting or soliciting any contacts of the other party without prior consent. For more versions of this clause or other contractual clauses, try Lawgood for free.

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Mediation clauses require the parties to resolve disputes using mediation. They often specify a specific set of rules that the parties must follow. The sample clause here specifies that the rules set by the International Institute for Conflict Prevention & Resolution are to be followed. For more versions of this clause or other contractual clauses, try Lawgood for free.

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Limitation of Liability clauses limit the type and/or amount of damages a party may be responsible for under the agreement. The sample clause here is a short-form version that limits Party B’s liability in terms of type (e.g., special damages). For more versions of this clause or other contractual clauses, try Lawgood for free.

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Late Payment clauses require a fee as damages for overdue payments. The sample clause here structures the late fee as an interest rate. For more versions of this clause or other contractual clauses, try Lawgood for free.

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Joint & Several Liability clauses identify how co-obligors will be liable for obligations under the agreement and whether the obligee can go after one or all of the obligors. The sample clause here is drafted to be very favorable to the obligee. This clause provides for joint and several liability, which means that the co-obligors are responsible for the entirety of the same obligation and the obligee can sue any obligor for full performance. For more versions of this clause or other contractual clauses, try Lawgood for free.

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Interpretation clauses provide rules for interpreting or understanding the agreement including terms and phrases of the contract. The sample clause here is a short-form clause and provides that any ambiguity or uncertainty in the agreement will not be used against either party. The contract will be interpreted according to the ordinary meaning of the words. For more versions of this clause or other contractual clauses, try Lawgood for free.

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Intellectual Property clauses indicate who will own any inventions, work product, and other intellectual property created, used, or disclosed under the agreement. The sample clause here is drafted for service agreements and is in favor of the Client (i.e., the Company). The Client will own all intellectual property created by the Service Provider. This short-form clause covers (1) assignment of work product to the Client, (2) further assurances, and (3) infringement. For more versions of this clause or other contractual clauses, try Lawgood for free

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Intellectual Property clauses indicate who will own any inventions, work product, and other intellectual property created, used, or disclosed under the agreement. The sample clause here is for an employment agreement and is drafted in favor of the Employer. The Client will own all intellectual property created by the Service Provider. This short-form clause covers (1) assignment of work product to the Client, (2) further assurances, and (3) infringement. For more versions of this clause or other contractual clauses, try Lawgood for free.

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Insurance clauses are generally covenants that require a party to maintain insurance under the term of the agreement. The sample clause here is drafted neutrally and applies mutually to all parties. Each party is required to maintain adequate insurance to cover its obligations under the agreement. For more versions of this clause or other contractual clauses, try Lawgood for free.

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Indemnification clauses require one party to protect another party from losses, damages, liabilities, or other costs that may incur in connection with the agreement. The sample clause here is drafted to be neutral and applies mutually. Each party will indemnify the other party for liabilities and losses related to a breach of the agreement. For more versions of this clause or other contractual clauses, try Lawgood for free.

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Headings clauses provide that headings used to organize and identify parts of the agreement (such as sections, clauses, and exhibits) do not have any effect on the meaning or interpretation of the agreement. The sample clause here state that the headings are for convenience only and do not have any legal effect or meaning. For more versions of this clause or other contractual clauses, try Lawgood for free.

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Governing Law clauses provide which substantive law applies to the contract. The sample clause here indicates that a specific state law applies to the agreement and all related claims. It expressly excludes choice of law rules. For more versions of this clause or other contractual clauses, try Lawgood for free.

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Further Assurances clauses require a party to take actions not expressly specified in the agreement to carry out the intentions of the contract. The sample clause here is drafted to be neutral and applies mutually. Both parties agree to cooperate and perform actions at the request of the other to carry out the intentions of the contract. For more versions of this clause or other contractual clauses, try Lawgood for free.

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Force Majeure clauses excuse, delay, or suspend a party’s performance in the event such party’s performance is prevented or delayed by an event outside of its control. The sample clause here is drafted neutrally and applies mutually. “Force majeure” is defined generally as an event beyond a party’s control. For more versions of this clause or other contractual clauses, try Lawgood for free.

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Expenses (Transaction Costs) clauses deal with who will pay for expenses related to the preparation, negotiation, and execution of the agreement (e.g., attorneys’ fees). The sample clause here is drafted to be neutral and provides that each party is to pay its own costs related to negotiating and signing the agreement. For more versions of this clause or other contractual clauses, try Lawgood for free.

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Expenses (Services-Related) clauses deal with who will pay for expenses incurred by the service provider in performing its services under the agreement. The sample clause here is drafted unilaterally and in favor of the service provider. It requires the client to reimburse the service provider for expenses related to the agreement. For more versions of this clause or other contractual clauses, try Lawgood for free.

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Exclusive Remedies clauses provide that certain remedies are the only remedies that a party can seek for a specific type of breach or any breach. The sample clause here is unilateral and drafted in favor of Party A. The clause provides that Party B will only have certain remedies available to it for specific breaches. For more versions of this clause or other contractual clauses, try Lawgood for free.

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