The Atticus Labels are a list of clauses in contracts that are important in due diligence review. The Atticus Project, a California non-profit public benefit corporation, developed these labels and explanations for the purpose of enabling artificial intelligence development in contract review. The Atticus Labels are licensed under the Creative Commons Attribution-ShareAlike 4.0 International License and free to the public. The Atticus Labels are not comprehensive or perfect. That is why we encourage the public to help us improve them by sending us your comments and suggestions to firstname.lastname@example.org. Comments and suggestions will be reviewed by The Atticus Project at its discretion and will be included in future versions of Atticus Labels once approved.
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Atticus Commercial Contract Labels
1. Document Name
The name of the contract
The two or more parties who signed the contract
Entity or individual names
4. Agreement Date
The date of the contract
3. Effective Date
The date that the contract was effective
6. Expiration Date
On what date will the contract's initial term expire?
Date (mm/dd/yyyy) / Perpetual
7. Renewal Term
What is the renewal term after the initial term expires? This includes automatic extensions and extensions with prior notice.
[Successive] number of years/months/ Perpetual
8. Notice to Terminate
What is the notice period required to terminate, without which notice the contract will auto-renew?
Number of days/months/year(s)
9. Governing Law
Which state/country's law governs the interpretation of the contract?
Name of a US State / non-US Province, Country
10. Most Favored Nation
Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?
Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector? This category also includes the exceptions or carveouts.
Is there an exclusive dealing commitment with the counterparty? This includes a commitment to procure all “requirements” from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on collaborating or working with other parties), whether during the contract or after the contract ends (or both).
12. No-Solicit of Customers
Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?
12. No-Solicit of Employees
Is there a restriction on a party’s soliciting or hiring employees and/or contractors from the counterparty, whether during the contract or after the contract ends (or both)?
Is there a requirement on a party not to disparage the counterparty?
22. Termination for Convenience
Can a party terminate this contract without cause (solely by giving notice and allowing a waiting period to expire)?
14. Right of First Refusal, Offer or Negotiation (ROFR/ROFO/ROFN)
Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?
15. Change of Control
Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?
Is consent or notice required of a party if the contract is assigned to a third party?
17. Revenue/Profit Sharing
Is one party required to share revenue or profit with the counterparty for any technology, goods, or services?
20. Price Restriction
Is there a restriction on the ability of a party to raise or reduce prices of technology, goods, or services provided?
19. Minimum Commitment
Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?
20. Volume Restriction
Is there a fee increase or consent requirement, etc. if one party’s use of the product/services exceeds certain threshold?
20. IP Ownership Assignment
Does intellectual property created by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?
21. Joint IP Ownership
Is there any clause for joint or shared ownership of intellectual property between the parties to the contract?
22. License Grant
Does the contract contain a license granted by one party to its counterparty?
22. Non-Transferable License
Does the contract limit the ability of a party to transfer the license being granted to a third party?
28. Affiliate IP License-Licensor
Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?
29. Affiliate IP License-Licensee
Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?
13. Unlimited/All-You-Can-Eat License
Is there a provision granting one party an “enterprise,” “all you can eat” or unlimited usage license?
27. Irrevocable or Perpetual License
Does the contract contain a license grant that is irrevocable or perpetual?
18. Source Code Escrow
Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy, insolvency, etc.)?
Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?
23. Audit Rights
Does a party have the right to audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?
25. Uncapped Liability
Is a party’s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.
25. Cap on Liability
Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.
30. Liquidated Damages
Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?
31. Warranty Duration
What is the duration of any warranty against defects or errors in technology, products, or services provided under the contract?
Number of months or years
Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?
32. Covenant not to Sue
Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?
32. Third Party Beneficiary
Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?