# Usage: curl -sSL https://seed.show/legal.contract.us | bash -s <install-path>
# <install-path> is the directory where the file should land.

set -euo pipefail
[ -z "${1:-}" ] && {
  echo "install requires a path: curl -sSL https://seed.show/legal.contract.us | bash -s <install-path>" >&2
  exit 1
}
TARGET="$1"
mkdir -p "$TARGET"
DEST="$TARGET/seed-fold.1fvoW3.folded.md"

cat > "$DEST" <<'PORTDOWN_DCCF4464'
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This is a `.folded.md` archive — a directory packed into one markdown
file. The markers below are load-bearing; don't edit them directly.

To unpack (requires bash — if you have no shell, tell the user):
  1. curl -sSLf https://fold.dom.vin/skill | bash -s <INSTALL_DIR>
  2. <INSTALL_DIR>/fold/scripts/unfold <this-file>
     (or: unfold <this-file>  if fold/scripts is on your PATH)
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---
fold: true
marker: f13f6b
at: 2026-05-07T16:16:15Z
root: seed-pack.jMGO7N
---

<!--fold:f13f6b@file path="README.md" mode="644"-->
# legal.contract.us

US contract review and drafting context for agents. What to know before reading a single clause.

---

## What level to work at — and what not to do

You are a contract analysis and drafting assistant, not a lawyer. This distinction controls what you produce.

**Do:** Identify provisions, explain what they mean, flag risk patterns, generate drafts for attorney review, compare language to standard forms, surface questions the reviewing lawyer should ask.

**Do not:** Give jurisdiction-specific legal advice, predict how a court will rule, advise a party to sign or not sign, or make enforceability determinations without flagging that enforceability depends on facts and jurisdiction you cannot fully verify. Always close with: "Have a licensed attorney in the relevant jurisdiction review this before relying on it."

Every contract exists in a specific state's legal environment. Your structural analysis is stable across states. Anything touching enforceability, implied terms, or remedies requires a jurisdiction check — point the user to sources.md for current state-specific rules.

---

## What contracts actually do

Contracts allocate three things: **risk**, **obligations**, and **remedies**.

**Risk allocation** is the real purpose of most commercial contract negotiation. Who bears the risk if the software doesn't work? Who absorbs the cost if a third party sues over an IP claim? Who pays if a key person leaves mid-project? Every indemnification clause, warranty carve-out, and limitation of liability cap is an answer to a risk allocation question. Read the contract as a risk map, not a list of commitments.

**Obligations** define what each party must do, by when, to what standard, and what triggers non-performance. The definitions section controls what the obligations actually mean. A services agreement that defines "Deliverable" narrowly converts what looked like a broad engagement into a narrow one.

**Remedies** define what happens when an obligation is breached — damages (direct, consequential, liquidated), termination rights, injunctive relief, indemnification calls. The limitation of liability clause and consequential damages exclusion directly cap what remedies are practically available. A contract can create a breach and then eliminate any meaningful remedy for it.

Hold all three in view simultaneously. A contract that creates broad obligations, allocates risk entirely to one party, and then caps remedies at a nominal amount is not balanced just because it has all the standard sections.

---

## Establish the frame before reading any clause

Answer four questions. They determine which provisions are load-bearing.

**1. What type of agreement?**
Services (SOW, MSA, consulting), goods (purchase order, supply agreement), IP assignment (work-for-hire, patent assignment), NDA (unilateral vs. mutual), or employment (offer letter, at-will agreement). Each type has different load-bearing provisions. A services agreement turns on the SOW and change-order mechanism. An IP assignment turns on the definition of "Work" and the scope of the grant.

**2. Whose paper is this?**
Which party drafted the form matters. Drafted forms favor the drafter — ambiguities typically resolve against the party who wrote them (contra proferentem). The counterparty's paper will have indemnification and limitation-of-liability caps structured to favor the drafter.

**3. What is the governing law?**
The governing law clause names which state's statutes and common law apply. This is not cosmetic — it controls what default rules fill gaps the parties didn't address. The governing law clause does not override mandatory local law where performance occurs. A Delaware governing-law clause does not make a non-compete enforceable against a California employee. Check sources.md for current state-specific rules on whatever provision is in dispute.

**4. What is the dispute resolution mechanism?**
Arbitration (AAA, JAMS, ad hoc), litigation (state or federal), or hybrid. The forum selection clause controls where disputes are resolved. Mandatory individual arbitration with class-action waivers forecloses collective enforcement — relevant in any consumer or employment context.

---

## What agents get wrong

**1. Starting with the body, not the definitions.**
Defined terms control everything. Section 1 sets the scope of every operative clause. An agent that reads the indemnification clause before reading how "Claims," "Losses," and "Affiliate" are defined will misread the obligation. Read the definitions block first. Any capitalized term in a cap, a carve-out, or an indemnification trigger has its real meaning in the definitions.

**2. Missing the integration clause.**
A merger or integration clause ("This Agreement constitutes the entire agreement of the parties and supersedes all prior representations...") disclaims all prior understandings, emails, term sheets, and oral representations. Pre-contract emails and sales-deck promises are legally irrelevant if a full integration clause is present and enforceable. Flag its scope and carve-outs; narrow integration clauses sometimes preserve specific side agreements.

**3. Summarizing indemnification without flagging what's excluded.**
Broad third-party IP indemnification is standard in technology agreements. The negotiating point is the carve-outs: gross negligence, willful misconduct, and modifications made by the indemnitee are the three standard carve-outs that limit the indemnitor's exposure. An agent that summarizes "indemnification covers IP claims" without flagging whether those carve-outs are present, one-sided, or absent has missed where the real risk sits.

**4. Missing automatic renewal clauses.**
Evergreen renewal provisions renew the agreement automatically unless a party provides timely written notice of non-renewal — typically 30–90 days before the renewal date. Always surface: the window length, the notice method (email? certified mail? portal notification?), and the renewal term length. Parties who miss the window are locked in for another term.

**5. Treating governing law as the end of the jurisdiction analysis.**
The governing law clause names the applicable law. It does not determine enforceability under mandatory local law where the contract is performed or where the other party resides. Non-compete agreements are void as against public policy in California regardless of governing law. Non-solicitation clauses are void or near-void in several states. Check sources.md before advising on enforceability of any restrictive covenant.

---

## The anatomy of a commercial contract

Standard structure — clauses may be reordered or combined, but these are the functional blocks.

- **Recitals (WHEREAS clauses):** Background and context. Not operative — they don't create obligations — but courts use them to resolve ambiguity in operative language.
- **Definitions:** The control layer. Read first. Every capitalized term in the body points here. Scope expansions and limitations are embedded in definitions, not operative clauses.
- **Operative terms:** Scope of services or goods, delivery, price, payment terms, milestones, acceptance criteria. The SOW or exhibit is often more important than the body.
- **Representations and warranties:** What each party asserts is true now (representations) and promises will remain true (warranties). Breaches create damages and sometimes termination rights.
- **Indemnification:** Who defends and pays for third-party claims. Read with the definitions for "Claims" and "Losses" and with the carve-outs. The obligation to defend (not just indemnify) is a separate, often more burdensome commitment.
- **Limitation of liability:** Caps on recovery. Look for: whether consequential damages are excluded, whether the cap is mutual, and what carve-outs exist from the cap (IP indemnification, gross negligence, willful misconduct, confidentiality breaches, and death/personal injury are common).
- **Term and termination:** Duration, termination triggers (for cause, for convenience, at expiration), wind-down obligations, survival of provisions post-termination.
- **General provisions (boilerplate):** Governing law, dispute resolution, integration clause, amendment and waiver, severability, assignment, notices. These are not cosmetic — assignment restrictions prevent the other party from transferring the contract to a competitor; notice requirements control when obligations are triggered.

See clause-types.md for deeper treatment of each category with negotiation patterns.

---

## Key stable legal concepts

**Offer, acceptance, consideration.**
A contract requires an offer (a definite proposal), acceptance (a mirror-image assent, absent modifications), and consideration (something of value exchanged). A promise to do what one is already legally obligated to do is not consideration. These requirements are stable across all US jurisdictions.

**Breach and material breach.**
A breach of contract occurs when a party fails to perform a contractual obligation. A material breach goes to the essence of the agreement — it entitles the non-breaching party to terminate and sue for damages. Minor breaches entitle the non-breaching party to damages but not termination. Whether a breach is material is a fact question; contracts that define materiality reduce that uncertainty.

**"Time is of the essence."**
When a contract includes this phrase for a deadline, late performance is a material breach. The non-breaching party can terminate immediately and sue for damages without providing a cure period. Without this language, courts generally allow reasonable time for performance even after a missed deadline. Courts do not imply this term — it must be express.

**Work for hire.**
Under 17 U.S.C. § 101, a work created by an employee within the scope of employment is automatically a work made for hire — the employer owns the copyright. For contractors and freelancers, work-for-hire only arises if (a) the work falls within one of nine enumerated categories in § 101 AND (b) there is a written agreement expressly calling it a work made for hire. If neither condition is met, the contractor retains copyright. Always check IP assignment clauses in any contractor agreement.

**At-will employment.**
The default in 49 states (Montana excepted). Either party can terminate the employment relationship at any time, for any reason not prohibited by law. Offer letters with fixed terms and termination-for-cause language may displace at-will status — read the letter's termination section carefully.

**Liquidated damages.**
A pre-negotiated remedy for a specific breach, enforceable when (a) actual damages would be difficult to calculate at the time of contracting and (b) the amount is a reasonable estimate, not a penalty. Courts strike liquidated damages clauses that look like penalties (grossly disproportionate to likely harm). Enforceable liquidated damages clauses can cap or define recovery in ways the limitation-of-liability clause does not.

---

## What AI is changing

AI tools are now performing clause-level review, risk scoring, and redline generation at commercial scale. The pattern: a model is given a contract (or a clause) and asked to flag deviations from a standard playbook, score risk, and generate suggested alternative language. This works reliably for pattern-matching known clause types against established benchmarks — it is faster and more consistent than manual first-pass review.

What stays human: negotiation judgment, strategy, and signing authority. A model can identify that the liability cap is lower than market and suggest standard alternative language; it cannot weigh whether accepting that term is worth the commercial relationship, how the counterparty is likely to respond, or what concessions are available elsewhere in the deal. Strategic judgment — what to push on, what to concede, when to walk away — requires understanding of the business context and the relationship that models do not have.

Frame AI contract review output accordingly. When a model flags a risk or generates redline language, present it as a starting point for lawyer review, not a conclusion. The model is performing the pattern-matching step of review; the judgment step remains with a licensed attorney who knows the full context.

Agents reviewing contracts should distinguish three outputs: (1) structural description of what a clause does, (2) risk flags relative to a specified benchmark or standard form, and (3) alternative language. The first is informational and reliable. The second is reliable if the benchmark is specified; it is not reliable as a standalone assessment of "good" or "bad." The third requires attorney review before use.
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# clause-types

Catalogue of the key clause categories in US commercial contracts. Each entry covers: what the clause does, what to look for, and common negotiation patterns. Use this alongside README.md's structural overview.

---

## Representations and warranties

**What it does.**
Representations are statements of fact asserted as true at the time of contract execution. Warranties are promises that conditions will remain true through the contract term or a specified period. Both create liability if false or unfulfilled — representations through fraud or misrepresentation claims, warranties through breach of contract.

**What to look for.**
- Whether reps and warranties are made "as of" signing only, or also as of closing (in M&A contexts, the difference is material — interim changes trigger bring-down conditions).
- Knowledge qualifiers: "to the best of [party]'s knowledge" limits the representation to what the party knows; unqualified reps require objective accuracy regardless of knowledge.
- Materiality qualifiers: "in all material respects" sets a threshold below which a false representation isn't technically a breach.
- Mutual versus unilateral: buyer-favorable forms require extensive seller reps; seller-favorable forms limit them.

**Common negotiation patterns.**
Sellers push for knowledge qualifiers on every rep. Buyers resist qualifiers on title, authority, and compliance reps — these should be objective. Both sides negotiate the definition of "knowledge" (actual knowledge of named individuals vs. constructive knowledge of the organization). Reps that survive closing (for indemnification purposes) are limited by the survival period — typically 12–18 months for general reps, longer or indefinite for fraud and fundamental reps (title, authority, capitalization).

---

## Indemnification

**What it does.**
Indemnification obligates one party (the indemnitor) to defend, hold harmless, and reimburse the other (the indemnitee) for losses arising from specified events — typically third-party claims, breaches of the agreement, or specific risk categories. Indemnification handles losses from outsiders; direct damages clauses handle losses between the contracting parties.

**What to look for.**
- **Scope of covered claims:** "Claims arising from" is broader than "Claims directly caused by." The distinction matters when the indemnified event is a contributing cause but not the sole cause of a loss.
- **Duty to defend vs. duty to indemnify:** Duty to defend obligates the indemnitor to pay defense costs as incurred, before any judgment. Duty to indemnify obligates reimbursement after liability is established. Duty to defend is more burdensome and more valuable — check which one the clause creates.
- **Carve-outs:** The standard three: gross negligence, willful misconduct, and modifications made by the indemnitee without consent. If these are absent from an IP indemnification clause, the indemnitor may be on the hook even when the indemnitee caused the problem.
- **Control of defense:** Who controls the defense of third-party claims — indemnitor, indemnitee, or shared? Indemnitors typically insist on controlling defense to manage cost; indemnitees push for approval rights over settlements that impose obligations on them.
- **One-sided vs. mutual:** In vendor contracts, indemnification often runs only from vendor to customer for IP claims; mutual indemnification (each side indemnifies the other for its own breaches) is more balanced.

**Common negotiation patterns.**
IP indemnification (indemnifying against third-party claims that the vendor's deliverable infringes a patent, copyright, or trademark) is standard in technology contracts and typically non-negotiable in concept. Negotiation focuses on carve-outs, remedy stacking (replacement, workaround, refund), and whether the cap on liability applies to indemnification obligations (many vendor forms exclude indemnification from the liability cap — check this separately).

---

## Limitation of liability

**What it does.**
Two mechanisms usually work together. First, a cap on direct damages: total liability is limited to a specified amount (often fees paid in the prior 12 months or a fixed dollar figure). Second, a consequential damages exclusion: neither party is liable for indirect, incidental, special, or consequential damages (lost profits, loss of business, loss of data). Together, these can convert a material breach into a dispute over a relatively small sum.

**What to look for.**
- **Mutual vs. asymmetric:** Vendor-drafted contracts often make the cap mutual (appears balanced) but carve out the vendor's payment obligations from the limitation — if the customer doesn't pay, there's no cap on collection. The cap applies to the vendor's performance failures, not to the customer's payment obligation.
- **Carve-outs from the cap:** Common carve-outs that are excluded from the cap and subject to full liability: IP indemnification obligations, confidentiality breaches, gross negligence, willful misconduct, and death or personal injury. Read each carve-out; some drafts exclude "intentional" rather than "willful" misconduct (a narrower standard).
- **Consequential damages exclusion scope:** "Lost profits" is sometimes listed as a specific exclusion; sometimes it falls under "consequential." In some businesses (SaaS platforms, data providers), lost profits are the primary harm from a breach — an exclusion that captures them makes the contract nearly unenforceable in its primary loss scenario.
- **Cap calculation:** "Fees paid in the prior 12 months" produces a low cap for long-term contracts; "fees paid or payable under the agreement" is higher; "total contract value" is highest. Whether the 12-month window looks backward from the breach or from some other date matters.

**Common negotiation patterns.**
Customers push to carve out data breach and security incidents from the consequential damages exclusion — data loss is often consequential by nature. Vendors resist, arguing that insurance covers these risks. Both sides negotiate the cap amount: customers want multiples of contract value; vendors want a fixed floor. A floor tied to fees paid protects vendors on low-value contracts; a ceiling protects vendors on high-value ones.

---

## Confidentiality

**What it does.**
Confidentiality (NDA) provisions restrict each party's use and disclosure of the other's non-public information. They can appear as standalone NDA agreements or as provisions embedded in a broader agreement. The obligation typically runs for a defined period after disclosure or after termination of the agreement.

**What to look for.**
- **Definition of "Confidential Information":** Broad definitions (everything shared between the parties, whether or not marked) favor the disclosing party but create compliance burdens. Narrow definitions (marked confidential only, or listed categories) are easier to administer. Oral disclosure exceptions — where oral information must be confirmed in writing within X days — are frequently ignored in practice, creating ambiguity.
- **Standard exceptions:** Confidentiality obligations don't apply to information that is (a) already public, (b) already known to the recipient, (c) independently developed, or (d) received from a third party without restriction. These are standard and should always be present.
- **Residuals clause:** A residuals clause allows the receiving party to use information retained in unaided memory (not written records) for any purpose. This is a significant carve-out that can substantially erode the confidentiality obligation — negotiate it carefully, and understand what it permits.
- **Term:** Is the obligation perpetual for trade secrets but time-limited for other confidential information? Perpetual obligations for non-trade-secret information are difficult to administer and may be overbroad.
- **Return or destruction:** What happens to confidential information at termination — must it be returned or certified as destroyed? Destruction certifications are standard in M&A contexts; less common in commercial agreements.

**Common negotiation patterns.**
NDA terms in standalone agreements are typically 2–5 years. Embedded confidentiality provisions often survive termination of the main agreement indefinitely for trade secrets, 3–5 years for other confidential information. Technology companies push for shorter terms and residuals clauses; life sciences and M&A parties push for longer terms and no residuals.

---

## IP ownership and assignment

**What it does.**
IP assignment clauses determine who owns intellectual property created in connection with the agreement. This is distinct from a license — an assignment transfers ownership; a license grants permission to use while the assignor retains ownership.

**What to look for.**
- **Work made for hire vs. assignment:** For copyrights, a contractor's work is work-for-hire only if (a) it falls within one of the nine enumerated categories under 17 U.S.C. § 101 AND (b) there is a written agreement designating it as such. Many "IP assignment" clauses fail to include both a work-for-hire designation and a backup assignment — which can leave gaps if the work-for-hire designation fails.
- **Scope of the assignment:** "All work product created in connection with the agreement" is broader than "all work product created pursuant to the SOW." Background IP (IP the contractor owned before the engagement) should be expressly excluded from the assignment unless specifically licensed.
- **License-back:** When background IP is excluded from the assignment, the customer needs a license to use it in connection with the deliverables. Does the agreement provide one? Is it perpetual? Is it sublicensable?
- **Employee IP agreements:** In technology companies, IP assignments from employees are governed by separate agreements (invention assignment agreements). Governing law matters: California limits employer IP assignments to work within the scope of employment or using company resources (Cal. Lab. Code § 2870).

**Common negotiation patterns.**
Vendors push to retain ownership of "general techniques, methods, or know-how" even when applied to a specific deliverable. Customers push for a full assignment of all deliverables with a license-back to the vendor for portfolio purposes. The compromise: customer owns specific deliverables; vendor retains background IP and generic tools with a license to the customer to use them as embedded in the deliverable.

---

## Termination

**What it does.**
Termination provisions define when and how either party can end the agreement and what happens when they do. There are three distinct termination rights, each with different consequences.

**What to look for.**
- **Termination for cause:** Either party may terminate following an uncured material breach. The clause defines what constitutes a material breach (sometimes explicitly, sometimes by reference to the obligations), the cure period (typically 30 days written notice), and whether cure must be complete or merely commenced.
- **Termination for convenience:** Either party (or only one party) can terminate without cause on specified notice (often 30–90 days). A unilateral termination-for-convenience right in a services agreement with significant upfront investment by one party effectively means the agreement is a short-term commitment regardless of the stated term. Check whether fees are owed through the convenience termination or whether they're cut off.
- **Termination for insolvency:** Most commercial agreements provide termination rights if the other party becomes insolvent, makes an assignment for the benefit of creditors, or has a bankruptcy petition filed. These rights may be unenforceable in a bankruptcy proceeding — ipso facto clauses (clauses that terminate automatically upon bankruptcy) are generally not enforceable against a bankrupt party under the automatic stay (11 U.S.C. § 362).
- **Effect of termination:** What survives? Obligations to pay amounts owed, confidentiality, IP assignments, limitation of liability, indemnification, and dispute resolution typically survive. Operational obligations (services, deliverables) typically don't. If the survival clause is absent or vague, there can be disputes about whether indemnification applies to pre-termination events.
- **Wind-down obligations:** What must each party do after termination? Return data, complete in-progress deliverables, transition assistance — these are often negotiated and often ignored in drafting.

**Common negotiation patterns.**
Services vendors resist termination-for-convenience clauses entirely (they protect against being cut off mid-project without compensation) or push for termination fees. Customers insist on termination for convenience. Technology vendors push for automatic termination upon non-payment without cure period; customers insist on cure periods. Regulated industries negotiate specific termination rights around regulatory non-compliance.

---

## Dispute resolution

**What it does.**
The dispute resolution clause specifies how disputes are resolved: litigation, arbitration, mediation-then-arbitration, or hybrid approaches. It specifies the forum, the governing procedural rules, and often limitations on available remedies or discovery.

**What to look for.**
- **Arbitration vs. litigation:** Arbitration is generally faster, more confidential, and final (extremely limited appeal rights). Litigation allows discovery, jury trial, and appellate review. Neither is categorically better — the right choice depends on the nature of likely disputes, the value of confidentiality, and the parties' tolerance for uncertainty.
- **Class action and collective action waivers:** Mandatory individual arbitration with class-action waivers prevents collective enforcement. This matters most in consumer and employment contexts, where individual claims may be too small to pursue but aggregate claims are material.
- **Carve-outs from arbitration:** IP claims (injunctive relief for misappropriation), emergency injunctive relief, and collection of undisputed fees are frequently carved out of arbitration and reserved for court — because injunctive relief from arbitrators is slower and harder to enforce quickly.
- **Arbitration rules and venue:** AAA, JAMS, ICDR (for international), or ad hoc. Rules govern filing fees, discovery rights, arbitrator selection, and award timeline. AAA fees for commercial arbitration can be substantial — check the AAA fee schedule for disputes above $1M. Venue (where the arbitration is conducted) controls travel burden and applicable discovery law.
- **Governing law vs. forum selection:** These are separate clauses. Governing law controls what substantive law applies; forum selection controls where the dispute is resolved. A contract can specify Delaware law (governing law) with disputes resolved in New York courts (forum selection). Both clauses are enforceable unless there is no reasonable relationship to the state chosen.

**Common negotiation patterns.**
Technology vendors prefer arbitration (speed, confidentiality, limits on discovery). Large enterprise customers often prefer litigation (appellate rights, jury option, broader discovery if they have the resources). Compromise: arbitration for disputes below a threshold (e.g., $1M), litigation above. Both sides negotiate arbitrator selection — each party names one arbitrator, those two select a third; or the rules govern selection. Confidentiality of arbitration proceedings is negotiated separately from the confidentiality clause covering business information.

---

## Assignment

**What it does.**
Assignment clauses control whether and how a party can transfer the agreement (or its rights and obligations under it) to another entity. Without an assignment clause, assignment rights are governed by state law defaults (generally, rights are assignable but duties are not without the obligee's consent, subject to a non-delegation rule for personal service contracts).

**What to look for.**
- **Anti-assignment clauses:** "Neither party may assign this Agreement without the prior written consent of the other party" — standard mutual restriction. If this is missing, either party can assign to a competitor or acquirer.
- **Change-of-control carve-outs:** Many agreements provide that assignment to an affiliate or in connection with a merger, acquisition, or sale of all assets is permitted without consent. This is the critical provision: in an M&A transaction, the target's contracts must survive the transaction. If a contract requires consent to assignment AND does not have a change-of-control carve-out, it may require third-party consent to close the deal.
- **Subcontracting:** Assignment of the agreement is different from subcontracting performance. A party may not be able to assign the agreement without consent but can subcontract specific obligations. Check whether subcontracting is separately restricted — especially relevant in regulated industries where counterparty identity matters.

**Common negotiation patterns.**
Customers with leverage insist on consent rights for vendor assignment (don't want their service provider to sell to a competitor or inferior substitute). Vendors push for change-of-control carve-outs (can't close an acquisition requiring consent from every customer). The standard compromise: assignment to affiliates and in connection with M&A is permitted without consent; assignment to a competitor requires consent. Customers sometimes carve out consent rights for assignment to direct competitors only.

---

## Payment and fees

**What it does.**
Payment clauses specify amounts, invoicing schedules, payment terms (net 30, net 60), late payment consequences, and dispute mechanics. In professional services and SaaS agreements, payment is often the most heavily negotiated section after liability.

**What to look for.**
- **Payment terms:** Net 30 is standard in B2B; enterprise customers often push for Net 60 or Net 90. Vendors resist extended terms as they affect cash flow. Early payment discounts (2/10 net 30: 2% discount if paid in 10 days) are common in supply chain agreements.
- **Late payment interest:** Typically 1.5% per month or the maximum allowed by law. Check whether late payment interest is the exclusive remedy for non-payment or whether it runs alongside collection remedies.
- **Fee disputes:** Most commercial agreements require the paying party to pay undisputed amounts even while disputing others. Withholding all payment over a partial dispute is a breach. Check whether the dispute procedure is defined and whether it suspends late-payment interest on the disputed amount.
- **Price escalation:** Multi-year agreements often include annual price escalation tied to CPI or a fixed percentage. A 3% annual escalator compounded over a 5-year term is a 16% price increase — material for budget planning.
- **Expenses and pass-throughs:** Professional services agreements often pass through expenses (travel, lodging, third-party tools). "Actual and reasonable expenses with pre-approval" is buyer-favorable; "actual expenses" without a cap or approval requirement is not.

**Common negotiation patterns.**
Enterprise procurement pushes for Net 60–90, no late payment interest, and strong dispute rights. Vendors push for Net 30, interest at 1.5%/month from day 31, and a right to suspend services on non-payment. Middle ground: Net 45, interest after 60 days, no suspension without 10 days' cure notice after interest begins running.
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# sources

Fetch these at task time. Ordered by importance. Do not cite jurisdiction-specific rules from memory — use these sources for current state.

---

## Core doctrine

**1. Restatement (Second) of Contracts — American Law Institute.**
The primary secondary authority for common-law contract disputes in most US states. Use for: offer and acceptance rules, consideration doctrine, parol evidence rule, implied duty of good faith and fair dealing, material breach analysis, and remedies doctrine. Courts cite this extensively.
https://www.ali.org/publications/show/contracts/

**2. Uniform Commercial Code — Article 2 (sale of goods) — Cornell LII.**
Governs contracts for the sale of goods; not services. Before citing any default rule (implied warranty of merchantability, perfect tender rule, modification requirements), verify whether the contract is for goods or services. Mixed goods-and-services contracts apply a predominant-purpose test that varies by jurisdiction.
https://www.law.cornell.edu/ucc/2

---

## Jurisdiction-specific lookup

**3. Beck Reed Riden 50-state non-compete survey — updated annually.**
State-by-state grid covering: enforceability, required consideration, blue-penciling rules (will courts reform overbroad clauses or strike them entirely?), notice requirements, and recent legislative changes. Use this before any non-compete or non-solicitation analysis. Do not rely on memory — state law in this area is actively changing.
https://www.beckreedriden.com/50-state-noncompete-survey/

**4. FTC non-compete rule — current litigation status.**
The FTC's 2024 near-total ban on non-competes was enjoined by federal courts; enforceability is in active litigation. Check current status before advising on non-compete enforceability in any federal-regulatory context. The litigation outcome affects both the rule's survival and its effect on state law analysis.
https://www.ftc.gov/legal-library/browse/rules/noncompete-rule

**5. State consumer protection statutes — state AG websites.**
Applicable when contracts involve consumers (not just B2B). State consumer protection acts (UDAP statutes) vary significantly in scope, damages, and attorney's fees provisions. Many impose requirements on contract terms (mandatory disclosures, prohibited clauses, cancellation rights) that override contract language. Look up the relevant state's AG consumer protection page.

**6. State e-signature and electronic records law — Uniform Law Commission.**
All states have adopted either UETA (Uniform Electronic Transactions Act) or their own e-signature statute; federal ESIGN provides a baseline. Use this when the enforceability of electronic signatures, click-wrap agreements, or browse-wrap terms is at issue.
https://www.uniformlaws.org/acts/ueta

---

## Standard forms and benchmarks

**7. ACC model contract forms library — Association of Corporate Counsel.**
Standard-form MSAs, NDAs, SOWs, and consulting agreements used as benchmarks in commercial negotiations. Use when asked to evaluate whether a clause is "standard" or "market" — compare to the ACC form for the same agreement type.
https://www.acc.com/resource-library/model-contract-forms

**8. NVCA model legal documents — National Venture Capital Association.**
Authoritative benchmark forms for venture-capital financing documents: term sheets, stock purchase agreements, voting agreements, investor rights agreements, right of first refusal and co-sale agreements, management rights letters. Use when reviewing startup financing documents.
https://nvca.org/model-legal-documents/

---

## Arbitration and dispute resolution

**9. AAA Commercial Arbitration Rules — American Arbitration Association.**
Standard rules for commercial arbitration. When a contract designates AAA arbitration, these rules govern procedure unless the contract specifies otherwise. Key details that vary: filing fees, arbitrator selection process, discovery rights, hearing procedures, award timeline.
https://www.adr.org/commercial

**10. JAMS Comprehensive Arbitration Rules — JAMS.**
Common alternative to AAA, often specified in high-stakes commercial contracts. Compare to AAA when advising which forum is preferable — differences include cost structure, arbitrator pool, and discovery defaults.
https://www.jamsadr.com/rules-comprehensive-arbitration/
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PORTDOWN_DCCF4464

# ── post ──
MARKER=$(awk '/^---$/ { f++; if (f==2) exit; next } f==1 && /^marker:[[:space:]]/ { sub(/^marker:[[:space:]]+/, ""); print; exit }' "$DEST")
[ -z "$MARKER" ] && { echo "seed: archive has no marker — corrupt" >&2; exit 1; }
awk -v m="$MARKER" -v outdir="$TARGET" '
  BEGIN {
    # Match <!--fold:<m>@file path="X"--> with an optional mode attr after
    # the path (fold emits  mode="644"  on executables).
    file_re = "^<!--fold:" m "@file path=\"([^\"]+)\"( mode=\"[0-9]+\")?-->$"
    end_re  = "^<!--fold:" m "@end-->$"
  }
  $0 ~ end_re { if (current) close(current); exit }
  $0 ~ file_re {
    if (current) close(current)
    line = $0
    sub(/^<!--fold:[^@]+@file path="/, "", line); sub(/".*$/, "", line)
    current = outdir "/" line
    dir = current; sub(/\/[^\/]*$/, "", dir)
    if (dir != current) system("mkdir -p \"" dir "\"")
    printf "" > current
    next
  }
  current { print >> current }
' "$DEST"
SEED_EXTRACTED=$(find "$TARGET" -type f -not -path "$DEST" 2>/dev/null | wc -l)
if [ "$SEED_EXTRACTED" = "0" ]; then
  echo "seed: archive contained no files — refusing to delete the source" >&2
  echo "  archive preserved at: $DEST" >&2
  exit 1
fi
rm -f "$DEST"

echo "" >&2
echo "✓ seed unpacked → $TARGET ($SEED_EXTRACTED files)" >&2
find "$TARGET" -type f | sort | while IFS= read -r _sf; do
  echo "  ${_sf#${TARGET}/}" >&2
done
echo "" >&2
if [ -f "$TARGET/SKILL.md" ]; then
  echo "This seed contains a skill (SKILL.md). Install it in your agent's skills directory." >&2
  echo "" >&2
fi
echo "Install the seed skill if not already installed:" >&2
echo "  https://seed.show/skill" >&2
echo "" >&2
echo "Publisher prompt:" >&2
sed 's/^/  /' >&2 <<'__SEED_PROMPT_END_AC1F2B__'
You have US contract law context across three files. README.md: establish governing law and agreement type before reading any clause, then use the mental model (risk/obligations/remedies), failure modes, and structural overview. clause-types.md: deep treatment of each clause category with negotiation patterns — use when reviewing a specific provision. sources.md: fetch at task time for jurisdiction-specific rules; never rely on memory for state law. Start by asking what contract to review or draft.
__SEED_PROMPT_END_AC1F2B__
exit 0