About this ebook
This is a hundred and twenty contract clauses, explained in full. Not a template, not model wording, not a list of tips. There is not a square bracket in the book, and there is nothing to copy into an agreement — because a book that handed you clauses to paste in would be doing the one thing it is least qualified to do.
The shape of every agreement. The parties block that decides who you can actually sue. Definitions, where the meaning of a clause is quietly changed. Entire agreement, which shuts out everything you were told on the call. Order of precedence, which decides who wins when the schedule contradicts the contract. Variation, notices, governing law, assignment, waiver, counterparts and the schedules nobody reads.
The money clauses. What the price excludes. Payment terms and what starts the clock. Interest, price variation, expenses, taxes and gross-ups, set-off, minimum commitments, deposits, milestones, deemed acceptance, service credits — and the total cost of the whole arrangement, which almost nobody calculates before signing.
Getting out. Automatic renewal, which is the single most expensive sentence in commercial life. Termination for convenience and what it costs. Termination for material breach, cure periods, and why terminating wrongly is worse than not terminating at all. Consequences of termination, survival, transition assistance, force majeure, suspension and exit charges.
Who carries the risk. Warranties against representations. Indemnities, which are frequently carved out of the cap and are the largest exposure in most agreements. The liability cap converted into actual money. Excluded losses — which cover almost everything a failure really costs. Time limits on claims, insurance, liquidated damages, sole and exclusive remedies. And a method for reading any liability section in ten minutes.
Promises about behaviour. Confidentiality, non-solicitation, exclusivity, restrictive covenants, audit rights, compliance, key personnel, change control, service levels, governance, publicity and good faith.
Data and intellectual property. Ownership against licence, and why paying for something rarely means owning it. Licence scope in five variables. Moral rights, open source, escrow, controller and processor, sub-processors, international transfers, security, breach notification, the use of your data to train models, and whether your data is really portable.
The small print you accept by clicking. Clickwrap, unilateral variation, free trials that convert, auto-renewal, how to cancel, arbitration clauses, account termination, the licence you grant them, and a plain account of which standard terms are most often restricted.
And signing. Authority, deeds, electronic signatures, conditions precedent, side letters, amendments, novation, the ten dates to extract on day one, and what is still available when you have already signed — which is the situation most readers are actually in.
Every entry says where you meet it, answers the two questions people actually ask, and ends with three things to check in your own document.
Written to work anywhere. No country is named and no law is stated, because contract law diverges sharply between legal systems and any specific rule would be wrong for most readers. What this book gives you is the mechanism, which travels, and the question to ask, which is the part that gets an answer.
It is not legal advice and it says so on every part opener. It will not make you a lawyer. It will make you a considerably better client.
120 clauses · 240 questions answered · 360 things to check
