Reference

The Contract Clause Library

Twelve canonical clauses, the language to ask for, and the language to push back on. Drawn from the Clarus CLM clause library and the negotiations our customers have run.

14 min read

How to Use This Library

Every contract has the same fifteen-or-so concepts in some arrangement: when can either side leave, how does pricing change at renewal, what happens when service goes down, who is liable when something breaks, who can audit whom, and what becomes of the data on the way out.

The clauses below are the canonical version of each concept. They are the language a senior counsel would draft from scratch if there were no template handy. They are also the language we suggest asking for when you redline a vendor's first draft. Each entry includes a one-paragraph note on what to watch for; the watch-fors are where most negotiations actually happen.

Use the cards below as starting points, not paste-and-sign. Match the language to your jurisdiction, your business risk, and the specifics of the vendor you are negotiating with. The Renewal Negotiation Playbook covers the email language to bring these into the conversation.

The Six Categories

The library organizes around six categories:

Termination: for convenience, for breach, and data export at termination.
Pricing: renewal rate caps and (rarely) MFN language.
Renewal: auto-renewal opt-out windows.
SLA: uptime commitment with service credit and the maintenance carve-out detail.
Liability: IP indemnity, limitation of liability, data protection, and subprocessors.
Audit: audit rights and SOC 2 substitution.

Most contracts touch all six categories. The cards below are sorted by category so you can move through the document in the same order a counsel reviewer would.

Where the Real Negotiation Happens

Three patterns hold across most enterprise SaaS contracts:

Cure period for breach: Vendors push 60 or 90 days; you hold at 30. A long cure period turns breach into a non-remedy.
Liability cap and carve-outs: Vendors propose caps below twelve months of fees; you counter at twelve months with explicit carve-outs for confidentiality, IP indemnity, and gross negligence.
Auto-renewal notice window: Vendors propose 90 or 180 day non-renewal notice, which produces missed-deadline auto-renewals. You hold at 60 days.

If you only have time to redline three clauses, redline these three. Everything else in the library matters; these three are where the math lives.

Drawn From the Clarus CLM Library

These clauses live inside the Clarus CLM platform as canonical templates, not as static reference text. When you paste a contract into Clarus, the clause-extraction engine identifies which canonical clauses are present, which are missing, and which are present but watered down. The library above gives you the human reference; the platform gives you the machine reference.

For customers using both Clarus CLM and Clarus CFO, the same clause analysis surfaces on the contract detail page and feeds the renewal-broker leverage signals on /cfodashboard/recommendations.

The Clauses

Each card includes the canonical language, the situation it applies to, and the watch-for during negotiation.

Termination

3 clauses

Termination for Convenience

Standard ask on multi-year SaaS contracts. Lets you exit without breach if business needs change.

Customer may terminate this Agreement for convenience upon ninety (90) days' written notice to Vendor. In the event of such termination, Vendor shall refund any prepaid fees on a pro-rata basis covering the period after the effective termination date.

Watch out for: Vendors will counter with 30 days notice and no refund. Hold for 90 days notice with pro-rata refund of prepaid amounts. If they refuse, fall back to 60 days with pro-rata refund.

Termination for Material Breach

Always include. The cure period is the negotiating point.

Either party may terminate this Agreement upon thirty (30) days' written notice if the other party materially breaches the Agreement and fails to cure such breach within such notice period. Termination under this section shall not relieve either party of obligations accrued before the termination date.

Watch out for: Some vendors push for 60 or 90 day cure periods. Hold at 30 days; longer cure periods turn breach termination into a non-remedy.

Data Export at Termination

Always. Without it, switching vendors becomes a hostage negotiation.

At any time during the term and for a period of ninety (90) days following termination or expiration, Customer may export its data in a commonly readable format (CSV, JSON, or other industry-standard machine-readable format) at no additional cost. Vendor shall delete Customer data within thirty (30) days after the export window closes and shall provide written certification of deletion upon request.

Watch out for: Some vendors charge fees for exports above a record threshold. Strike fee language. Define the formats acceptable; PDF or screenshot exports are not industry-standard.

Pricing

2 clauses

Renewal Rate Cap

On every multi-year deal. Without it, the vendor sets renewal pricing at their discretion.

On any renewal, the annual fee shall not increase by more than the lesser of (a) five percent (5%) and (b) the change in the Consumer Price Index for All Urban Consumers (CPI-U), Twelve-Month Percent Change, published by the U.S. Bureau of Labor Statistics for the most recent twelve-month period prior to the renewal date.

Watch out for: Vendors propose 7-10% caps. Counter at lesser-of-5%-or-CPI. If you accept higher cap, ensure a multi-year price lock on initial term.

Most Favored Customer (MFN)

Strategic deals where commercial terms with peer customers matter (rare; typically 7-figure ARR).

Vendor represents that the pricing offered to Customer under this Agreement is no less favorable than the pricing offered to any similarly-situated customer purchasing comparable products and quantities. If Vendor extends materially better terms to a similarly-situated customer during the term, Vendor shall offer Customer the option to amend this Agreement to incorporate such terms within thirty (30) days.

Watch out for: Vendors hate MFNs and will refuse them. Reserve the ask for materially strategic deals. The carve-outs around 'similarly situated' and 'materially better' are where the real definition lives.

Renewal

1 clause

Auto Renewal Opt Out

If the contract auto-renews, this clause defines how you stop it.

This Agreement shall renew automatically for successive one (1) year terms unless either party provides written notice of non-renewal at least sixty (60) days before the end of the then-current term. Upon a non-renewal notice, the Agreement shall expire at the end of the current term and no further charges shall apply.

Watch out for: Avoid clauses that require non-renewal notice 90 or 180 days in advance; those windows trigger missed-deadline auto-renewals routinely. Sixty days is the right balance.

SLA

1 clause

Uptime SLA with Service Credit

Mission-critical software (CRM, billing, identity, monitoring).

Vendor shall maintain a Monthly Uptime Percentage of at least 99.9%. If the actual Monthly Uptime Percentage falls below this threshold, Customer shall receive a service credit equal to ten percent (10%) of the monthly fee for each one percent (1%) below the threshold, up to a maximum credit of fifty percent (50%) of that month's fee. Service credits must be requested within thirty (30) days of the affected month and shall be applied against the next invoice.

Watch out for: Confirm what counts as downtime. Scheduled maintenance windows often exclude outages from the SLA calculation; cap excluded maintenance to a defined number of hours per month.

Liability

4 clauses

IP Infringement Indemnity

Standard. Vendor indemnifies for IP claims arising from their software.

Vendor shall defend, indemnify, and hold harmless Customer from and against any third-party claim alleging that the Service infringes any patent, copyright, trademark, or trade secret of such third party, and shall pay any damages or settlement amounts finally awarded against Customer or agreed by Vendor in resolution of such claim.

Watch out for: Carve-outs for misuse, customer modifications, or combinations are normal. Watch for an aggregate cap that is less than the contract value; that effectively caps the indemnity at near-zero.

Limitation of Liability

Always. The cap and the carve-outs are the negotiating points.

EXCEPT FOR BREACHES OF CONFIDENTIALITY, INFRINGEMENT INDEMNITY OBLIGATIONS, OR GROSS NEGLIGENCE, EACH PARTY'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CUSTOMER TO VENDOR DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Watch out for: Vendors propose lower caps (3 months of fees, $100k flat). Counter to 12 months of fees with carve-outs for confidentiality, IP indemnity, gross negligence, and willful misconduct. Avoid mutual caps that bind your team to the same low ceiling on Vendor breach.

Data Protection and DPA

Anywhere personal data is processed. Often a separate DPA exhibit.

Vendor shall process Customer Personal Data only for the purposes set forth in this Agreement and the attached Data Processing Addendum. Vendor shall implement and maintain appropriate technical and organizational measures consistent with industry standards for similar SaaS services, and shall promptly notify Customer (no later than seventy-two (72) hours) of any actual or reasonably suspected unauthorized access to or disclosure of Customer Personal Data.

Watch out for: Confirm the DPA is incorporated by reference and survives termination for retention obligations. Ensure breach notification is 72 hours, not 'as soon as practicable.'

Subcontractors and Subprocessors

Contracts that involve customer data; standard for SaaS.

Vendor may engage third-party subprocessors to assist in providing the Service, provided that (a) Vendor maintains a current list of subprocessors available on its trust portal, (b) Vendor remains liable for the acts and omissions of its subprocessors, and (c) Vendor shall provide Customer with at least thirty (30) days' written notice of the addition or replacement of any subprocessor that processes Personal Data, during which Customer may object to such change for material reason.

Watch out for: Push for the right to object to new subprocessors. Without it, the vendor can hand your data to anyone they want.

Audit

1 clause

Audit Rights

Regulated industries (financial services, healthcare) and high-spend deals.

Once per twelve-month period, upon thirty (30) days' written notice and during normal business hours, Customer or its independent auditor may audit Vendor's compliance with this Agreement and any applicable Data Processing Addendum. Vendor shall make available, upon request, its most recent SOC 2 Type II report and any relevant subprocessor certifications in lieu of or supplementing such audit.

Watch out for: Vendors prefer to satisfy audit rights with a SOC 2 report. That is acceptable for most cases; reserve direct audit for material breach investigations.

This library is reference material, not legal advice. Have your counsel review every contract before signing.

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