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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 info@atticusprojectai.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.

The Atticus Labels and other information provided on this website does not, and is not intended to, constitute legal advice; instead, all information, content, and materials available on this site are for general informational purposes only. See our disclaimer here.

Atticus Commercial Contract Labels

The following Atticus Commercial Contract Labels are a list of clauses that are important in commercial contract diligence review. Commercial contracts include a vast variety of contracts including, but not limited to, customer agreements, supplier agreements, software licenses, terms of use, distribution or partner agreements. The following labels are last edited on October 5, 2020 (PST).

Label

Explanation

Answer Category

1. Document Name

The name of the contract

Contract Name

2. Parties

The two or more parties who signed the contract

Entity or individual names

4. Agreement Date

The date of the contract 

Date (mm/dd/yyyy)

3. Effective Date

The date that the contract was effective

Date (mm/dd/yyyy)

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

Renewal

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?

Yes/No

11. Non-Compete

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.

Yes/No

12. Exclusivity

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).

Yes/No

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)?

Yes/No

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)?

Yes/No

13. Non-Disparagement

Is there a requirement on a party not to disparage the counterparty?

Yes/No

22. Termination for Convenience

Can a party terminate this contract without cause (solely by giving notice and allowing a waiting period to expire)?

Yes/No

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?

Yes/No

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?

Yes/No

16. Anti-Assignment

Is consent or notice required of a party if the contract is assigned to a third party?

Yes/No

17. Revenue/Profit Sharing

Is one party required to share revenue or profit with the counterparty for any technology, goods, or services?

Yes/No

20. Price Restriction

Is there a restriction on the  ability of a party to raise or reduce prices of technology, goods, or  services provided?

Yes/No

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?

Yes/No

20. Volume Restriction

Is there a fee increase or consent requirement, etc. if one party’s use of the product/services exceeds certain threshold?

Yes/No

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?

Yes/No

21. Joint IP Ownership

Is there any clause for joint or shared ownership of intellectual property between the parties to the  contract?

Yes/No

22. License Grant

Does the contract contain a license granted by one party to its counterparty?

Yes/No

22. Non-Transferable License

Does the contract limit the ability of a party to transfer the license being granted to a third party?

Yes/No

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? 

Yes/No

29. Affiliate IP License-Licensee

Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?

Yes/No

13. Unlimited/All-You-Can-Eat License

Is there a provision granting one party an “enterprise,” “all you can eat” or unlimited usage license?

Yes/No

27. Irrevocable or Perpetual License

Does the contract contain a license grant that is irrevocable or perpetual?

Yes/No

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.)?

Yes/No

24. Post-Termination

Services

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?

Yes/No

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?

Yes/No

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.

Yes/No

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.

Yes/No

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)?

Yes/No

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

32. Insurance

Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?

 

Yes/No

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?

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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?

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