Every clause, and what it costs you.
14 provisions so far. For each one: what it actually does, which side the standard form favours, what to ask for instead, and what usually gets agreed when you push. That last part is the bit other libraries leave out.
14 clauses
- Liquidated damagesHotel & franchise
What do I owe if I leave the brand early?
- Personal guarantyHotel & franchise
Am I still on the hook after I sell the hotel?
- Transfer and consentHotel & franchise
Can I sell the hotel, and on what conditions?
- Territorial protectionHotel & franchise
Can the brand open another hotel next to mine?
- Indemnity cap and basketBuying & selling a business
How much of the price can the buyer claw back after closing?
- EarnoutBuying & selling a business
Will I actually get the earnout?
- Material adverse changeBuying & selling a business
Can the buyer walk away before closing?
- Seller non-competeBuying & selling a business
What can I do after I sell my business?
- Key person provisionFunds & private offerings
What happens if the person I backed leaves?
- GP clawbackFunds & private offerings
What if the manager was paid carry it did not earn?
- Most favoured nationFunds & private offerings
Did another investor get a better deal than me?
- Limitation of liabilityCommercial contracts
What is the most this contract can cost me if it goes wrong?
- Termination for convenienceCommercial contracts
Can I get out of this without a reason?
- Automatic renewalCommercial contracts
Why am I locked in for another year?
Or read the language itself
4,131 distinct provisions drawn from purchase and merger agreements filed with the SEC, grouped by what they do. Every one is quoted exactly as drafted, with a link to the filing. Nothing is paraphrased and nothing is generated.
- Closing249
- Representations220
- Consents181
- Indemnification181
- Assignment172
- Representations: authority166
- Termination161
- Notices158
- Purchase price139
- Counterparts132
- Headings129
- Representations: litigation124
- Severability105
- Amendment waiver103
- Brokers101
- Representations: tax101
- Entire agreement98
- Survival89
- Further assurances86
- Expenses85
- Representations: real property81
- Governing law74
- Remedies59
- Representations: contracts59
- Closing conditions58
- Miscellaneous58
- Purchased assets56
- Representations: compliance56
- Confidentiality55
- Representations: financial53
- Publicity46
- Definitions41
- Excluded assets39
- Insurance38
- Representations: ip38
- Assumed liabilities37
- Representations: environmental36
- Jury waiver34
- Representations: changes33
- Third party beneficiaries32
- Condemnation30
- Dispute resolution30
- Escrow30
- Covenants29
- Reserved29
- Specific performance28
- Bankruptcy27
- Representations: employment27
- Limitation of liability26
- Employee matters25
- Withholding24
- Excluded liabilities22
- Bulk sales21
- Representations: inventory20
General information about how these provisions are commonly structured. Not legal advice, and no substitute for reading your own agreement — enforceability and interpretation vary with the governing law each contract selects.