This article will provide you with an overview of Ironclad AI and its associated features.
Ironclad AI is true contextual intelligence that helps you unlock and capitalize on the data in your contracts. Ironclad AI lets you extract and use contract data when, where, and how you need it to speed up your business, drive results, and operate more effectively.
Ironclad has processed over 1 billion contracts and trained these AI models over large data sets of public and proprietary contract data. We are committed to delivering the highest standards of accuracy and quality in our solutions. The effectiveness of our detection capabilities is closely aligned with the similarity of your use case and data to the datasets used in our model's training process. It may take time to train our system with your data, and we are continually iterating on our models to increase accuracy.
Ironclad AI Features
Ironclad Contract Life Management (CLM) uses AI throughout the entire contract lifecycle. This functionality helps you efficiently draft, review, update, and analyze contracts.
In addition to the use of AI throughout the contract lifecycle, there are multiple, distinct features within Ironclad CLM that use Ironclad AI.
Review the table below for a list of features, their functions, and links to relevant documentation:
| Function | Feature | Description | Related Articles |
|---|---|---|---|
| Detects Clauses in AI Playbooks & Smart Import documents | AI Clauses and AI Custom Clauses |
AI Clauses and AI Custom Clauses are the foundation to how clauses are detected in documents.
AI Clauses are provided by Ironclad to detect clauses automatically in AI Playbooks and Smart Import documents. The complete list of clauses that AI Clauses can detect are listed below.
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| Train AI to extract contract details |
Custom AI Properties | Custom AI Properties enable you to train Ironclad AI to automatically extract unique contract details, enabling more precise and automated data capture. | |
| Draft, edit, and redline contracts | AI Assist™ | AI Assist, powered by generative AI, allows you to instantly edit and redline their contracts. With AI Assist, you can craft contract language based on AI suggestions, request AI Assist to edit contracts automatically, and revise contracts instantly based on predefined preferred languages in AI Playbooks. | |
| Upload existing, signed contracts into the Ironclad Repository | Smart Import |
Smart Import is an AI-powered feature that simplifies the process of detecting your uploaded contracts by utilizing AI technology to automatically analyze and extract data from them. Each uploaded document is also full-text searchable in the Ironclad Repository through our best-in-class OCR technology. This feature enables you to upload executed contracts and other documents directly to the Repository. This is useful if you have historical contracts that you are migrating to Ironclad or if you have a contract that was executed outside of an Ironclad workflow. You can upload up to 2,000 documents at a time using Smart Import. Each file must be 100mb or less and one of the following file types: .pdf, .docx, .doc, .xls, .xlsx, .eml, .tif, .jpg, .png, .jpeg, .txt, .ppt, .pptx. |
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| Review and negotiate contracts | Ironclad AI Playbooks |
AI Playbooks enables you to speed up your contract reviews and negotiation processes, as well as provides robust contract insights. AI Playbooks can detect nonstandard terms and clauses in workflow documents. Based on the settings you configured in AI Playbooks, it will analyze and suggest edits and route any additional approvals. |
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| Analyze contracts and report on the contracting process | Ironclad Insights | Ironclad Insights is a contract analytics tool that enables you to visualize, understand, and analyze your contracts and contracting processes in real-time, without needing to export data or rely on data analysts. Insights helps you monitor performance, identify bottlenecks, and predict demand by combining contracting process metrics with the metadata contained in your contracts. |
AI Detected Properties and Clauses
By default, Ironclad AI automatically detects the following:
- Properties: A property is a specific piece of information that Ironclad extracts automatically from contracts. This usually includes dates, numbers, or strings that describe key items of the contract, such as the counterparty name, agreement date, or contract value.
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Clauses: A clause or clause type, also known as a provision, refers to a section, phrase, paragraph, or segment of a legal document, such as a contract, deed, will, or constitution, that pertains to a specific point. Clauses are generally eight words or more and can be described in a sentence or multiple sentences of text.
- Ironclad AI can detect two types of clause properties. A clause property refers to specific values of a clause. For example, the Governing Law clause has a “jurisdiction” property that you can configure with specific, allowed values. (This is not to be confused with contract properties as mentioned above.)
- Ironclad AI can currently detect the “jurisdiction” property for the governing law clause, and the “term duration” property for payment terms clause.
Refer to the tables below for a comprehensive list of contract properties and clauses:
AI Detected Contract Properties
The descriptions below reflect the default detection settings. You can customize these settings to improve detection accuracy for your organization. For example, if your team uses the Delivery Date as the Agreement Date, you can either:
- Add additional clause examples and detection logic while keeping the original property name and description, or
- Provide a new property name and description to enable additional detection logic (similar to how custom clauses work).
These customizations don’t change the original Data Manager property configuration but add another layer of detection. Out-of-the-box detection remains available and continues to function as expected.
| Property name | Description | Object type |
|---|---|---|
| Agreement Date | Effective date of the contract. | date |
| Contract Value | Total fixed fee amount including currency codes and symbols. | monetary amount |
| Counterparty Address | Address of the counterparty to the contract. | address |
| Counterparty Name | The names of the contracting counterparty. | text |
| Counterparty Signer Name | The name of the counterparty signer for each party to the agreement. | text |
| Counterparty Signer Title | The counterparty signer’s title (e.g., CEO). | text |
| Expiration Date | Service end date or expiration date of the contract. | date |
| Governing Law | (Juris) Choice of law. | text |
| Initial Term Length | Term of the contract as an amount of time (e.g., 24 months). | duration |
| Payment Frequency | The cadence for which payments are made (e.g., monthly, annually, one-time). | text |
| Payment Term | When an invoice is due after issuance (e.g. Net 30) | text |
| Record Name | Combination of the contract type and counterparty name. This name will be applied to the record in the Repository only if contract type is provided on upload. | text |
| Renewal Opt Out Period | Required notice to NOT renew (e.g., 30 days). | duration |
| Renewal Term Length | The length of time the renewal period will last (e.g., 1 year, 2 years, 24 months etc.). | duration |
| Renewal Type | If this agreement automatically renews, this value will be "Auto-Renew". | text |
| Termination for Cause | Whether one or all parties may terminate the contract with cause, such as a breach of contract; true/false. | boolean |
| Termination For Convenience | Whether one or all parties may terminate the contract without cause, or at their convenience; true/false. | text |
| Termination Notice Period | The period by which notice of termination must be given (e.g., 30 days). | duration |
| Venue | Location of the courts where legal proceedings will take place. | text |
AI Detected Clauses
| Clause name | Description |
|---|---|
| Adjustments | The adjustments clause sets out how certain aspects of the contract will be modified or adjusted over time. This can include changes to payment amounts, delivery schedules, or other terms based on specific events or circumstances. |
| Amendments or Modifications | The amendment or modification clause states that the contract may be modified or amended going forward and sets forth the requirements for amendment or modification of the contract. |
| Appointments | The appointments clause sets out the conditions and procedures for appointing individuals or entities to perform certain functions or responsibilities under the contract. |
| Arbitration | The arbitration clause requires the parties to the contract to resolve any dispute arising out of the contract through an arbitration process, as opposed to litigation or mediation. |
| Assignee[s],Assignees | The assignee clause sets out the conditions and procedures for transferring contractual rights and obligations from one party to another. The assignee is the person or entity to whom the rights and obligations are transferred |
| Assignment | The assignment clause indicates whether and when a party to the contract can assign their rights and obligations under the contract to someone else. |
| Assignor[s], Assignors | The assignor clause sets out the conditions and procedures for transferring contractual rights and obligations from one party to another. The assignor is the person or entity that transfers its rights and obligations under the contract to another party, known as the assignee. |
| Attorney Fees | The attorney's fees clause identifies which party will be responsible for attorney's fees, expenses, and costs if there is a dispute about the agreement. |
| Audit | The audit clause gives one party the right to review the other party's records to ensure compliance with contractual obligations. |
| Bankruptcy | The bankruptcy clause sets out the rights and obligations of the parties in the event of the bankruptcy of one or more of the parties. |
| Breach | The breach clause explains what will happen in the event one party breaches their obligations under the contract. |
| Breach of Covenants | The breach of covenants clause sets out the rights and obligations of the parties in the event that one of the parties fails to perform its obligations under the contract. |
| Breach of Representations | The breach of representations clause outlines the consequences if either party breaches the representations and warranties they made in the contract. Representations and warranties are statements made by one party to another that are intended to be relied upon and are considered material to the agreement. A breach of representations can occur if one party provides false or misleading information about a particular matter related to the contract. This clause sets forth the remedies available to the non-breaching party if a breach occurs. This may include termination of the contract, monetary damages, or specific performance. |
| Cancellation | The cancellation clause specifies the conditions under which a contract can be cancelled and which party may cancel it. |
| Casualty | The casualty clause sets out the rights and obligations of the parties in the event of damage to or destruction of property that is subject to the contract. |
| Change of Address | The change of address clause outlines the procedure for changing the address information of one or more of the parties to the contract. |
| Change of Control | The change of control clause gives a party certain rights (e.g., consent, payment, termination) in connection with a change in ownership or management of the other party to the agreement. |
| Confidential Information | The confidential information clause sets forth the types of information to be classified as confidential and may provide for how that information should be protected and treated. |
| Confidentiality | The confidentiality clause prevents one party (or both parties) from disclosing information related to the agreement, or other sensitive information. |
| Copyrights | The copyrights clause outlines the terms of ownership, licensing, and use of copyrights in relation to the work being performed or delivered under the contract. The clause may specify who owns the copyright, whether the copyright can be used by others, and the conditions under which the copyright can be transferred. It is important in contracts related to the creation or production of original works such as software, music, literature, or artwork. |
| Corporate Existence | The corporate existence clause confirms the continued existence and legality of a corporation. It may include language that requires the corporation to maintain its good standing and meet all necessary regulatory requirements. This clause is typically included in contracts between a corporation and another party, such as a supplier or customer, to ensure that the corporation has the legal capacity to enter into and fulfill its obligations under the agreement. |
| Counterparts | The counterparts clause states that the parties to the contract don’t all need to sign the same copy. |
| Data Privacy | The data privacy clause may explain what private data will be collected, what the collecting party will do with the data, and/or how the data will be protected. |
| Data Protection | The data protection clause ensures that the data given by one party to another is safeguarded from unlawful access by unauthorized users or entities. |
| Definitions | The definitions clause includes definitions for key terms in the contract. |
| Disclaimers | The disclaimer clause denies or limits the liability of one or more parties for certain types of losses, damages, or claims. |
| Disclosure Controls | The disclosure controls clause sets out the responsibilities of the parties for implementing and maintaining internal controls for the purpose of ensuring the accuracy, completeness, and timely dissemination of information that is material to the parties or their stakeholders. |
| Disclosure of Transactions | The disclosure of transactions clause sets out the conditions for disclosing information about the transactions covered by the contract. It may outline what information must be disclosed, who must disclose it, when it must be disclosed, and how it must be disclosed. |
| Dispute Resolution | The dispute resolution clause sets forth the circumstances under which any disputes between the parties should be resolved (e.g., whether the dispute should be resolved via arbitration, mediation, or litigation; jurisdiction, venue, etc.) |
| Disputes | The disputes clause includes information as to how the parties may resolve disputes. Methods of dispute resolution typically include arbitration, litigation, and/or mediation. |
| Duration of Agreement | The duration of agreement clause specifies the length of time for which the contract will remain in effect. |
| Electronic Communications | The electronic communications clause governs the use of electronic communication between the parties to the contract. This clause typically sets out the rules for transmitting and receiving electronic communications, including the types of communications that are permissible, the manner in which communications must be sent and received, and the security measures that must be in place to protect sensitive information. |
| Electronic Delivery | The electronic delivery clause states that one or both of the parties may elect to deliver documents or notices related to the agreement via electronic means. |
| Electronic Execution of Assignments | The electronic execution of assignments clause in a contract allows for the transfer of rights and obligations under the contract through electronic means, such as electronic signatures, rather than traditional written signatures on physical documents. This clause outlines the procedure for the electronic execution of assignments, and the criteria for accepting such assignments, such as the use of secure and reliable electronic signature platforms. |
| Entire Agreement | The entire agreement clause states that the contract constitutes the entire agreement between the parties on the subject matter at issue. It prevents the parties from being liable for any statements or pre-contract negotiations except as expressly stated in the agreement. |
| Exclusive Remedy | The exclusive remedy clause outlines the sole or primary remedy available to a party in case of a breach of the contract by the other party. It specifies that the stated remedy is the only one that may be sought, excluding other legal remedies or compensation. |
| Fees | The fees clause explains one party's payment obligation to the other party. |
| Force Majeure | The force majeure clause frees both parties from obligation if an extraordinary event directly prevents one or both parties from performing their obligations under the contract. |
| Governing Law | The governing law clause specifies which jurisdiction’s law will apply in the event of a dispute. |
| Government Regulations | The government regulations clause specifies how the parties to the agreement will comply with laws, regulations, and other mandates imposed by government entities. This clause outlines the obligations of each party with respect to adhering to relevant regulations, as well as any potential penalties or consequences for non-compliance. |
| Indemnification | The indemnification clause obligates one party to compensate another party for certain costs and expenses, usually stemming from third party claims. |
| Indemnification By Holders | The indemnification by holders clause outlines the responsibility of the parties holding shares or interests in the company to compensate for any losses or damages incurred by the company or other parties. It typically requires the holders to indemnify, or reimburse, the company for any costs, expenses, or damages that may arise from their actions or inactions in connection with their holdings. This clause helps to protect the company from potential financial losses caused by the actions of its shareholders and provides a mechanism for recovery in the event of any harm. |
| Indemnification By The Company | The indemnification by the company clause requires the company to compensate or pay for any damages, losses, or costs incurred by a party as a result of the company's breach of contract or other wrongful act. The clause outlines the conditions under which the company is obligated to indemnify the other party and the extent of its liability. This type of clause is often included in contracts to provide additional protection and security to the other party in the event of a breach of contract or other liability-inducing event. |
| Indemnification Procedures | The indemnification procedures clause outlines the steps to be taken in the event that one party must indemnify the other party for a loss, damage, or liability. It specifies the process for giving notice of the claim, the method of calculating the amount of indemnification, and the time frame for payment. |
| Insurance | The insurance clause establishes what insurance one or more parties must procure in connection with the contract. |
| Intellectual Property | The intellectual property clause sets forth ownership, permitted uses, and use restrictions of intellectual property. |
| Inventions | The inventions clause outlines the rights and obligations of the parties regarding the ownership, use, and protection of intellectual property that may be created or developed during the course of the contract. |
| Inventory | The inventory clause outlines the obligations of the parties with respect to maintaining and managing an inventory of goods or materials. The clause can specify the types of goods that are subject to the inventory clause, the responsibilities of the parties for tracking and maintaining the inventory, and the consequences of a breach of the inventory clause. |
| Joint | The joint clause specifies the joint responsibility of two or more parties for fulfilling the obligations set forth in the contract. The joint clause outlines the extent to which the parties are jointly responsible for meeting the terms of the agreement, and the consequences of a breach by any of the parties. |
| Jurisdiction of Organization | The jurisdiction of organization clause specifies the jurisdiction, or legal authority, that will govern the interpretation and enforcement of the agreement. This clause sets the jurisdiction where the contract will be considered valid, as well as the jurisdiction in which disputes arising from the contract will be resolved. |
| Late Charges | The late charges clause specifies additional fees or penalties that are assessed when a payment is not made by the due date. |
| Liabilities Or Developments | The liabilities or developments clause specifies how any liabilities or developments that arise after the signing of the agreement will be handled. This clause may outline the obligations of the parties in case of changes in the financial or legal status of either party after the contract is signed. For example, the clause may state that any new liabilities that arise after the signing of the contract will be the responsibility of the party that incurred them. |
| License | The license clause gives one party the right to use the product or services of the other party under certain conditions. |
| Lien Searches | The lien searches clause requires the parties to conduct a search for liens or encumbrances on property being transferred as part of the agreement. |
| Limitation of Liability | The limitation of liability clause limits the amount and types of compensation one party can recover from the other party when a claim is made or lawsuit is filed in response to a breach of the contract. |
| Limited Effect | The limited effect clause restricts the overall impact or reach of the contract. It often clarifies that the agreement does not create any obligations or liabilities beyond the specific terms outlined in the contract. This clause can be useful to specify that the agreement does not establish any kind of partnership or joint venture, or to limit the scope of the parties' obligations under the contract. |
| Maintenance of Insurance | The maintenance of insurance clause requires one or both parties to maintain certain types of insurance coverage during the term of the contract. The specific types of insurance and the required coverage amounts are usually specified in the clause. |
| Material Agreements | The material agreements clause identifies the key or essential agreements between the parties. This clause is used to specify which agreements are considered to be the most important and to emphasize their significance in the contract. |
| Material Changes | The material changes clause specifies the process for making significant or substantive changes to the terms of the agreement. The clause typically outlines the conditions that must be met before changes can be made and the method by which the changes will be communicated. |
| Mediation | The mediation clause requires the parties to the contract to resolve any dispute arising out of the contract through a mediation process, as opposed to litigation or arbitration. |
| Misrepresentations | The misrepresentations clause outlines the responsibilities and consequences of either party making false or misleading representations during the negotiation and performance of the contract. This clause typically sets out the obligations of the parties in the event that one of them makes a misrepresentation and sets out the remedies that are available in such an event, such as the right to terminate the contract or seek damages. |
| Mitigation | The mitigation clause requires a party to take reasonable steps to reduce the damages that result from a breach of contract. The clause is included in a contract to encourage the parties to minimize the harm caused by the breach, rather than simply letting the damages accumulate. |
| Nature of Business | The nature of business clause outlines the purpose or type of business that the parties involved are engaged in. This clause may describe the products or services being provided, the scope of operations, and any relevant industry or regulatory requirements. |
| Negotiations | The negotiations clause requires the parties to work together in good faith to resolve any disputes, questions, disagreements, etc. that arise through the term of the agreement. |
| No Changes | The no changes clause specifies that no party has the authority to modify or amend the agreement without the express written consent of all parties involved. This clause helps ensure that the original terms and conditions of the contract remain in effect and are not altered without the agreement of all parties involved. |
| No Conflicts | The no conflicts clause states that the parties to the agreement represent and warrant that the execution and performance of the agreement do not conflict with any other agreements or obligations they are bound by. This clause helps to ensure that the parties are not bound by any other commitments that may interfere with their ability to perform their obligations under the contract. |
| No Inconsistent Agreements | The no inconsistent agreements clause states that the parties agree that there are no other agreements, understandings, negotiations, or representations regarding the subject matter of the contract that are not reflected in the written agreement. This clause ensures that the contract is the final and complete understanding between the parties, and that there are no other obligations or commitments outside of what is written in the contract. |
| No Injunctions | The no injunctions clause states that the parties agree not to seek injunctive relief in the event of a dispute. |
| No Integrated Offerings | The no integrated offerings clause states that parties shall not make any offers or sales of any security (other than the securities being offered or sold in the agreement) under circumstances that would require registration of the securities being offered or sold hereunder under the Securities Act. |
| No Oral Agreements | The no oral agreements clause states that any modification, amendment, or waiver of the terms of the contract must be made in writing and signed by all parties involved. |
| No Other Liens | The no other liens clause specifies that the parties involved in the agreement will not create any other liens or encumbrances on the assets being transferred or used as collateral in the agreement, beyond what is outlined in the contract. |
| Non Exclusivity of Rights | The non exclusivity of rights clause allows service providers or goods producers to buy and sell services under a non-exclusive arrangement. |
| Non-Admissions | The non-admissions clause prohibits one party from admitting or acknowledging fault or liability in a matter covered by the contract. |
| Non-Competition | The non-competition clause prohibits one party from competing with the other party directly or indirectly for a specific duration of time. |
| Non-Disclosure | The non-disclosure clause prohibits the parties to the contract from releasing certain information to other parties. |
| Non-Exclusivity | The non-exclusivity clause specifies that one or both parties may enter into similar arrangements with other entities. This clause limits the exclusivity of the relationship between the parties, and confirms that the agreement does not create an exclusive relationship or limit the parties from engaging in similar relationships with others. This clause helps to avoid misunderstandings about the nature of the relationship between the parties, and to ensure that both parties have the freedom to pursue other opportunities. |
| Non-Solicitation | The non-solicitation clause prohibits a party from offering employment to the counterparty's employees, for a specified period of time. |
| Non-Solicitation of Customers | The non-solicitation of customers clause restricts one party from soliciting, inducing, or taking away the customers of the other party, either during the term of the contract or for a specified period after the termination of the contract. |
| Not A Contract of Employment | The not a contract for employment clause explicitly states that the agreement between the parties is not an employment contract. It specifies that the individual entering into the contract is not considered an employee and will not receive benefits such as paid leave, insurance, or other employment-related benefits. |
| Notice | The notice clause sets forth how each party should receive formal notices relating to the contractual relationship between the parties. |
| Notice of Adjustments | The notice of adjustments clause requires one party to provide notice to the other party of any adjustments or changes to a previously agreed upon term or condition in the contract. This clause can provide a mechanism for one party to communicate changes or modifications to the agreement that may impact the performance of the contract. |
| Notice of Borrowings | The notice of borrowings clause specifies the procedures and conditions that must be followed and met in order to issue a notice of a borrowing under the contract. This clause typically outlines the information that must be included in the notice, such as the amount being borrowed, the terms and conditions of the borrowing, and the date on which the notice must be given. |
| Notice of Defaults | The notice of default clause outlines the procedure to be followed if one party fails to perform its obligations under the contract. This clause typically specifies the steps the non-defaulting party must take in order to provide notice of the default to the defaulting party, as well as the time frame within which the defaulting party must cure the default. If the default is not cured within the specified time frame, the non-defaulting party may be entitled to exercise its rights and remedies under the contract, such as termination of the contract or the ability to seek damages. |
| Notice of Issuances | The notice of issuances clause requires one party to give notice to the other party when certain securities or financial instruments are issued or sold. This clause may specify the information that must be included in the notice, such as the number of securities issued and the terms and conditions of the issuance. |
| Notice of Termination | The notice of termination clause sets out the conditions under which one party may give notice to the other party that they intend to terminate the agreement. The Notice of Termination clause also sets out the effective date of the termination and any consequences that may result from the termination, such as the return of property or the payment of damages. |
| Notification by Administrative Agent | The notification by administrative agent clause sets out the procedures and requirements for the administrative agent, a third party who manages certain aspects of the agreement on behalf of one or more parties, to provide notice to the parties regarding certain events or changes that occur in the course of the agreement. This clause can include the form of notice (such as written notice, fax, email, etc.), the timing of the notice, the content of the notice, and any other relevant requirements. |
| Obligations Absolute | The obligations absolute clause specifies that the obligations and responsibilities of each party outlined in the agreement are absolute and binding, regardless of any other circumstances, including events such as bankruptcy or death. |
| Obligations of Lenders Several | The obligations of lenders several clause in a contract is a provision that outlines the obligations of each lender party in a multiple lender arrangement. This clause specifies the terms of the loan and the responsibilities of each lender in the agreement. The clause defines the extent to which each lender is responsible for fulfilling the terms of the loan, including the distribution of payments, collateral, and the management of the loan. The clause also outlines the rights and obligations of each lender in the event of a default or other breach of the loan agreement. |
| Operating Expenses | The operating expenses clause outlines the operating expenses that a party is responsible for covering. This could include expenses such as utilities, supplies, salaries, and rent. The specifics of the Operating Expenses clause can vary depending on the nature of the agreement and the industries involved. |
| Other Consents | The other consents clause outlines any additional or outside approvals that may be required for the parties to fulfill their obligations under the agreement. This clause specifies who is responsible for obtaining the necessary consents and what happens if they are not obtained. The "Other Consents" clause may also provide information on the process for obtaining the consents and any related fees or charges. |
| Other Documents | The other documents clause refers to the requirement for the parties involved to provide and make available any additional or supplemental documents that may be necessary to fully understand and enforce the terms of the contract. |
| Other Events | The other events clause outlines the process for addressing unforeseen events, circumstances or contingencies that may arise during the term of the agreement. This clause may specify what constitutes an "other event" and how the parties will handle such events, such as by modifying the terms of the agreement or terminating the contract. |
| Other Fees | The other fees clause outlines any additional fees or charges that may apply to the agreement that are not specified elsewhere in the contract. This clause can include fees for late payment, penalties, interest, or other charges that may arise under certain circumstances outlined in the agreement. |
| Other Information | The other information clause specifies any other information, data, or details that is relevant to the performance of the contract but is not explicitly covered in other clauses of the contract. This type of clause provides a catch-all provision for any information or details that may be relevant to the contract but may have been overlooked in the drafting of the agreement. The "other information" clause is intended to cover any gaps in the contract and ensure that all necessary information is included in the agreement. |
| Other Taxes | The other taxes clause specifies the obligations and responsibilities of the parties with regards to taxes that are not specifically addressed elsewhere in the contract. This clause typically outlines which party is responsible for paying taxes, what types of taxes are included, and the method for calculating and paying these taxes. |
| Other Terminations | The other terminations clause outlines the conditions or circumstances under which the contract can be terminated other than those specified in other clauses of the agreement. This clause is used to give additional detail and clarity regarding the termination rights of either or both parties to the contract. |
| Own Account | An "Own Account" clause in a contract refers to the securities mentioned in the same contract as not being registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act. |
| Ownership of Shares | The ownership of shares clause outlines the ownership and transfer of shares or stock in a company. This clause specifies the conditions under which shares can be bought or sold, the rights and obligations of shareholders, and any restrictions or limitations on the transfer of shares. This clause is typically included in a shareholders agreement, a document that outlines the terms and conditions for ownership and governance of a corporation. |
| Payment | The payment description clause details the terms by which a party will be compensated. |
| Payment of Obligations | The payment of obligations clause defines the terms and conditions for the payment of any obligations incurred by the parties under the agreement. It outlines the amount, due date, and method of payment, as well as any late payment fees or penalties. This clause is important as it ensures that all parties understand their financial obligations and the consequences of non-payment, helping to avoid disputes and ensure the financial stability of the agreement. |
| Performance of Obligations | The performance of obligations clause sets out the expectations and requirements for the performance of the obligations agreed upon by the parties involved in the contract. This clause may specify the time frame for completion, the standards of quality required, and any consequences for failing to fulfill the obligations outlined in the contract. |
| Permitted Disclosures | The permitted disclosures clause specifies the class of individuals to whom confidential information may be disclosed, the requirements for disclosure, and potential liability for disclosure. |
| Possession | The possession clause outlines the conditions for taking possession of property or goods outlined in the agreement. It may specify who is responsible for transferring possession, when possession will be transferred, and any conditions that must be met prior to transfer. |
| Power of Attorney | The power of attorney clause gives authority to an individual or entity to act on behalf of another individual or entity. This clause typically outlines the scope of the power being granted, the duties and responsibilities of the attorney-in-fact, and any limitations or restrictions on the power being exercised. The purpose of a Power of Attorney clause is to allow one person to act as an agent for another person or entity in specified situations, such as signing contracts, making business decisions, or accessing financial accounts. |
| Premises | The premises clause outlines the terms and conditions regarding the use and occupancy of a specific location or property. This clause typically specifies the location and description of the property, the purpose for which it is being used, the length of time for which the property will be occupied, and any restrictions or limitations on its use. The Premises clause may also include provisions for rent or lease payments, security deposits, maintenance and repair obligations, and other responsibilities of the parties with respect to the property. |
| Prohibited Transactions | The prohibited transactions clause specifies certain transactions, dealings, or activities that are prohibited and not allowed to be undertaken by the parties under the agreement. |
| Properties | The properties clause outlines the properties, assets, or real estate involved in the agreement. It specifies the type, location, and condition of the properties, and may include details about any restrictions or limitations on their use. |
| Public Information | The public information clause governs the treatment and dissemination of information that is considered public or of public interest. This clause may specify what information is considered public, who has the right to use or disclose the information, and any restrictions or limitations on the use or dissemination of the information. |
| Publications | The publications clause sets out the terms and conditions under which the parties involved may make public announcements or issue press releases relating to the contract or the relationship between the parties. This clause usually defines the nature and content of any announcements and the timing of their release. It may also specify who has the right to approve such releases, and may contain restrictions on the use of confidential information or the naming of parties involved. |
| Publicity | The publicity clause regulates how the parties involved can publicize or advertise their relationship and the details of the agreement. This clause sets the conditions under which one party can mention the other party's name or logo, or reference the agreement in any public statements or advertisements. |
| Purpose | The purpose clause states the intent of the contract. |
| Qualified Income Offset | The qualified income offset clause requires one party to reduce the amount of income that it owes to the other party by an agreed upon amount. This reduction is typically used to compensate for a reduction in the amount of income that is available due to certain specified events or circumstances, such as taxes or regulatory requirements. |
| Real Property | The real property clause outlines the terms and conditions related to a particular piece of real estate. It can include details such as the location and description of the property, any restrictions on its use, and any obligations related to the maintenance and improvement of the property. This clause may also specify the rights and responsibilities of the parties involved in the transaction, such as the buyer, seller, and lender, and the terms of payment and transfer of ownership. |
| Receivables | The receivables clause governs the transfer or assignment of the right to receive payment for goods or services that have been sold or provided. |
| Recitals | The recitals clause introduces the parties, explains the background and purpose of the contract, and sets out the agreement's context and history. This section usually provides a brief summary of the parties' negotiations and the deal that they have struck. |
| Regulatory Cooperation | The regulatory cooperation clause outlines the responsibilities of the parties in working together to ensure compliance with government regulations relevant to the contract. This clause can specify the obligation of each party to provide information and support in obtaining necessary permits and approvals, to comply with all regulatory requirements, and to work together to resolve any regulatory issues that may arise during the performance of the contract. The clause can also set out any penalties for non-compliance with regulatory requirements, and can establish procedures for the resolution of disputes related to regulatory cooperation. |
| Regulatory Permits | The regulatory permits clause outlines the responsibilities and obligations of the parties with regards to obtaining, maintaining, and complying with any necessary licenses, permits, or other approvals required by any government or regulatory bodies. This clause may also specify any conditions that must be met to retain the permits, such as meeting certain standards or paying fees, and may establish what will happen if a permit is lost, suspended, or revoked. |
| Reimbursement Obligations | The reimbursement obligations clause sets out the obligations of the parties to reimburse each other for expenses incurred in connection with the performance of the contract. The clause outlines who will be responsible for paying certain expenses and under what circumstances they will be required to do so. |
| Release of Guarantors | The release of guarantors clause outlines the conditions under which a guarantor (a person or entity that has agreed to be responsible for fulfilling the obligations of another person or entity if they fail to do so) would be released from their obligations under the contract. This clause may specify when the release would occur, such as upon the payment of all debts, or may set out conditions that must be met before a release can take place. |
| Release of Liens | The "release of liens" clause sets out the circumstances under which the lien will be lifted and the property will be free from the claim. This might include conditions such as the repayment of the loan or the fulfillment of other contractual obligations. |
| Remedies | The remedies clause sets forth the type of relief the parties are entitled to for breach of contract, such as monetary damages. |
| Renewals | The renewals clause outlines the conditions under which a contract can be extended or renewed beyond its original term. It specifies how, when, and under what circumstances either party may choose to renew the agreement, as well as the process for doing so, such as the notice required, negotiation of terms, or automatic renewal based on predetermined conditions. |
| Rents | The rents clause defines the terms and conditions of rent payments. This clause typically includes the amount of rent to be paid, the frequency of payment, the date payments are due, and the method of payment. The clause may also specify the consequences of late or missed payments, such as late fees or the possibility of eviction. Additionally, the clause may address any related issues such as security deposits, rent increases, and renewals or termination of the lease agreement. |
| Reporting Status | The reporting status clause requires one or both parties to provide regular updates on their status or performance under the agreement. |
| Representation | The representations clause states that the representations contained in the contract are true and accurate as of the date of the agreement. |
| Requirements of Law | The requirements of law clause specifies the legal requirements that the parties must comply with. This clause usually requires the parties to comply with all applicable laws, regulations, and governmental rules, such as labor and employment laws, tax laws, environmental laws, etc. |
| Restricted Payments | The restrictive payments clause restricts or limits the amount of money or other consideration that a party can receive or pay in a specified manner. |
| Restrictive Agreements | The restrictive agreements clause outlines restrictions or limitations on the activities or behavior of one or more parties to the contract. It may include restrictions on the use of confidential information, non-compete clauses, non-solicitation clauses, or other limitations designed to protect the interests of one or more parties. |
| Return of Confidential Information | The return of confidential information clause requires that all confidential information provided by one party to the other during the course of the agreement shall be returned or destroyed as specified in the clause. |
| Return of Materials | The return of materials clause requires one party, upon request from the other party or termination of the agreement, to return all documents and other tangible materials representing the requesting party’s confidential information and all copies. |
| Right of First Offer | The right of first offer clause allows one party to purchase an asset before the other party tries to sell it to someone else. |
| Right of First Refusal | The right of first refusal clause allowes one party the right to match or refuse to match an offer on an asset that has been made to the other party. |
| Right of Set-Off | The right of set-off clause allows one party to offset a debt owed by another party. |
| Sanctions | The sanctions clause addresses the potential impact of government sanctions, embargoes, or trade restrictions on the performance of the contract by either party. |
| Sarbanes-Oxley | The Sarbanes-Oxley clause refers to the Sarbanes-Oxley Act of 2002, which is a federal law in the United States aimed at improving the accuracy and reliability of corporate financial reporting. A "Sarbanes-Oxley" clause in a contract may specify the obligations of the parties with respect to the provisions of the law, such as reporting requirements, documentation and record-keeping, and the consequences of non-compliance. It may also include representations and warranties about the compliance of the parties with the law. |
| Schedules | The schedules clause sets out specific details, lists or other information related to the parties' obligations and responsibilities. The schedules can include, for example, a list of assets or liabilities, schedules of payments, or detailed timelines of performance. |
| Securities Laws Disclosure | The securities laws disclosure clause sets forth the requirement to comply with the securities laws and regulations applicable to the issuance and sale of securities. This clause may include requirements for disclosing material information about the securities being offered, such as the terms of the issuance and the use of proceeds, and for complying with any applicable registration and filing requirements. |
| Security Agreements | The security agreements clause outlines the terms and conditions for creating a security interest in assets, such as property or financial instruments, to secure payment of a debt. The clause typically includes details on the type of assets being used as collateral, the process for perfecting the security interest, and the rights and responsibilities of the parties involved. |
| Security Documents | The security documents clause outlines the details of any security agreements, such as a mortgage or a lien, that have been established in conjunction with the contract. This clause would typically describe the type of security instrument, the terms of the security agreement, the parties involved, and any other relevant information related to the security arrangement. |
| Severability | The severability clause keeps the remaining portions of the contract in effect if a court should find one or more of the provisions void or illegal. |
| Sharing of Set-Offs | The sharing of set-offs clause specifies the conditions under which each party can exercise its right of set-off. Set-off is a right that allows a party to offset an amount owed to it by another party with an amount that the other party owes to it. The "sharing of set-offs" clause determines the extent to which the parties are entitled to set-off against each other's claims and the conditions under which they can do so. |
| Subsidiaries | The subsidiaries clause specifies the responsibilities and rights of subsidiary companies in relation to the terms of the contract. This clause may specify the extent to which a parent company is responsible for the actions of its subsidiary companies, and the degree to which a subsidiary company is bound by the terms of the contract. This clause may also outline the conditions under which a subsidiary company may be added or removed from the contract. |
| Successor Agents | The successor agents clause outlines what will happen to the obligations and duties of the parties involved in the event that one of the parties is replaced or succeeded by another entity. This clause usually specifies who will become the new agent and outlines the responsibilities of the new agent, as well as any other relevant details regarding the transfer of authority. |
| Suppliers | The suppliers clause sets out the terms and conditions regarding the relationship between the parties and the suppliers of goods or services. |
| Survival of Agreements | The survival of agreements clause outlines which terms and obligations will continue to be in effect after the contract has expired or been terminated. |
| Survival of Representations | The survival of representations clause specifies that certain representations, warranties or covenants made by the parties in the contract will survive after the agreement terminates or expires. This means that the obligations or commitments made by the parties in the representations will continue to be binding even after the agreement has ended. |
| Survivorship | The survivorship clause specifies what happens to the rights and obligations of the parties involved if one of them dies or otherwise ceases to exist. |
| Suspension of Sales | The suspension of sales clause outlines the conditions under which the sale of goods or services will be temporarily suspended or postponed. |
| Suspensions | The suspensions clause outlines the conditions under which one or more parties can temporarily halt performance of their obligations under the agreement. This clause may specify the grounds for suspension, the duration of the suspension, and any related consequences, such as the accrual of damages. |
| Tax Consequences | The tax consequences clause outlines the responsibilities and liabilities of the parties regarding taxes arising from the transaction or agreement covered by the contract. This clause typically includes provisions regarding the payment of taxes, the reporting of income or gains, and the allocation of tax liabilities between the parties. The goal of a tax consequences clause is to ensure that the parties are aware of their obligations and to mitigate the risk of disputes arising from tax-related issues. |
| Tax Indemnifications | The tax indemnification clause requires one party to compensate the other for any losses or expenses incurred as a result of a tax-related issue. It is typically included in agreements where one party is selling or transferring an asset or property, and the buyer wants to ensure that they are not held responsible for any tax liabilities related to the transaction. The tax indemnification clause outlines the obligations of each party with regards to tax liability, including who is responsible for any tax payments, how any disputes will be resolved, and the steps that each party must take in order to fulfill their obligations. |
| Taxes | The tax clause defines the party or parties responsible for taxes applicable to payments under the agreement. |
| Term | The term clause defines the period over which the contract has legal effect. |
| Termination | The termination clause explains what will happen if either party terminates the contract. The clause may also set forth the circumstances in which one party may terminate the contract, such as required notice. |
| Termination for Breach | The termination for breach clause sets forth the circumstances under which one or either party may terminate the agreement if one party materially breaches their obligations. |
| Termination for Cause | The termination for cause clause sets forth the circumstances under which one or either party may terminate the agreement if one party materially breaches their obligations. |
| Termination for Convenience | The termination for convenience clause addresses whether one or both parties may terminate the contract for any reason. |
| Termination without Cause | The termination without cause clause states that one or both parties may end the agreement without any specific reason being given by the party ending the contract. The party who is ending the contract is not required to provide any specific reason for the termination. |
| Transaction Expense Amount | The transaction expense amount clause outlines the expenses incurred in connection with the transaction outlined in the contract. This clause may specify the costs that will be borne by each party, the payment and reimbursement of expenses, and the allocation of expenses between the parties. |
| Transactions with Affiliates | The transactions with affiliates clause outlines the terms and conditions under which business transactions can be conducted between the parties involved in the contract and their respective affiliates. It is used to specify the guidelines and limitations for dealings between parties and their related organizations, and helps to ensure that the interests of all parties involved are protected and that the transactions are conducted in a fair and transparent manner. The clause may include details on the scope of transactions, procedures for reporting and recording transactions, and restrictions on transactions that may create conflicts of interest. |
| Transfer or Resale | The transfer or resale clause specifies the conditions under which a party may transfer or resell its rights or obligations under the contract to a third party. This clause typically includes restrictions on transferring the contract, such as restrictions on the timing of the transfer, the type of transfer that can occur (e.g., a complete transfer of all rights and obligations, or just a partial transfer), and the approval or consent required from the other party. |
| Transfer Taxes | The transfer taxes clause outlines the responsibilities of the parties with respect to taxes that may arise from the transfer of ownership or assets as a result of the agreement. This clause is typically used in transactions where there is a change in ownership or transfer of assets and outlines who will be responsible for paying taxes that may be incurred as a result of the transaction. |
| Transitions | The transitions clause outlines the process and steps that will be taken in the event of a change or transition in the circumstances of the contract. This clause typically covers topics such as the transfer of ownership, the transfer of employees, the transfer of intellectual property rights, and other key elements of the agreement. The purpose of a transitions clause is to provide clear and specific instructions for how the contract will be implemented and administered in the event of any change or transition, helping to minimize confusion and disputes. |
| Treatment of Certain Information | The treatment of certain information clause specifies how certain confidential or proprietary information will be handled and protected by the parties to the contract. This type of clause may include provisions such as restrictions on the use and distribution of the information, obligations of the parties to keep the information confidential, and the conditions under which the information may be disclosed to third parties. |
| Treatment of Certain Refunds | The treatment of certain refunds clause sets out the conditions under which refunds will be made in the event of a specified occurrence, such as a cancellation of the contract by one party or a failure by one party to perform its obligations under the contract. This clause outlines the responsibilities of each party with respect to the return of funds and the calculation of any applicable refunds. |
| Undisclosed Events | The undisclosed events clause addresses events or circumstances that may arise during the performance of a contract but were not known or disclosed by either party at the time the contract was executed. This clause may specify that the parties are not responsible for these unforeseen events and how they will impact the terms of the contract. |
| Usage | The usage clause outlines the permitted uses of a product, service, or property by the recipient or user. This clause may specify restrictions or limitations on how the recipient may use the product, service, or property, as well as the conditions that must be met to retain rights to use it. |
| Use of Names | The use of names clause regulates the use of names, trademarks, logos, and other intellectual property of the parties involved in the contract. This clause typically sets out the rights and restrictions associated with the use of the parties' names, trademarks, and logos. |
| Waiver | The waiver clause may explain how a party can waive a right set forth in the contract, or how a party is not waiving particular rights through signing the agreement. |
| Waiver of Consequential Damages | The waiver of consequential damages clause limits or eliminates the liability of one party for any indirect or consequential damages that may result from a breach of the contract. Consequential damages are damages that are not a direct result of the breach, but are a foreseeable result of the breach. |
| Waiver of Subrogation | The waiver of subrogation clause restricts the right of an insurance company to seek reimbursement from a third party who caused damage or loss to the insured party. |
| Waiver of Venue | The waiver of venue clause allows the parties to choose a different location for resolving any legal disputes that may arise under the agreement. The clause specifies the jurisdiction where legal proceedings related to the contract will be held, rather than relying on the default jurisdiction established by law. |
| Warranty | The warranty clause sets forth what promises, if any, are being made regarding the accuracy, completeness, or reliablity of the subject matter of the contract, whether data, services, software, or otherwise. Warranty clauses can also specifically state that no such promises are being made or relied upon. |