Index for the twelve-family clause reference library: US commercial market-balanced defaults (not standards) on a fixed per-file schema (tags, Preferred verbatim example, ordered Offer-when fallbacks, walk-away floor, role-addressed escalation, rationale), firm- configurable via .dochaus/profile.md, one-to-one with the checklist areas, with banding rules and a jurisdiction-risk block (name governing law first, qualify-then-escalate, CISG prompt, per-law banding). Read when judging market positions or proposing fallback language.
name: clause-library description: Reference library of balanced market positions for the twelve clause families reviewed in every commercial contract, each on a fixed per-clause schema (topic, contract-type, jurisdiction tag, Preferred verbatim text, ordered fallbacks with offer-when conditions, an explicit walk-away floor, rationale, and a role-addressed escalation trigger at the floor). Use when judging whether a clause is standard or one-sided, proposing alternative language, building a fallback position, or answering "what is market" for liability caps, indemnities, termination, payment, IP, confidentiality, warranties, remedies, assignment, governing law, force majeure, or data protection.
These are US commercial-market reference points, not legal standards — verify against the matter's jurisdiction pack before relying on any position, and qualify jurisdiction-sensitive judgments (restrictive covenants, warranty disclaimers, liquidated damages, data transfers) explicitly.
Each clause family has one reference file on the fixed schema below. The
positions are market-balanced defaults, not aspirational — they describe
where a fair two-sided deal lands, not the most favorable position one side
could demand. They are also firm-configurable defaults: the firm's
.dochaus/profile.md (see the firm-profile skill) overrides any Preferred,
fallback, floor, or escalation contact here. When the profile speaks, it wins;
when it is silent, these defaults apply.
- Topic / Contract type / Jurisdiction — a one-line tag header: the clause family, the contract types it applies to, and the jurisdiction scope (these files are US-commercial-market scope).
- Preferred — the firm's default opening position, with paste-ready
verbatim language in a fenced
exampleblock. The fence is illustrative market language for comparison and as a drafting starting point; firm-approved replacement text for a specific document type lives in that type's playbook, which controls over this file. - Fallbacks (ordered) — the acceptable rungs below Preferred, in descending order, each prefixed with an Offer when condition stating the counterparty posture or trade that justifies dropping to it. Stop at the highest rung whose condition is met.
- Walk-away floor — the position below which the firm does not concede without a human decision. Stated explicitly so the reviewer can tell a cosmetic deviation from a floor-breaching one.
- Escalation trigger — what to do when a term sits at or below the floor:
addressed to a role, not a named person, so the position outlasts any
individual assignment, and routed through the firm's
.dochaus/profile.mdEscalation Rules contact when one is set. - Rationale — why the family is negotiated where it is and which sub-term moves the outcome most.
The families align one-to-one with the contract-risk-checklist areas; use that skill to find problems, this one to judge severity and propose positions.
When a clause materially departs from the Preferred position, flag it with a citation, identify which fallback rung (if any) it matches, and apply the banding the reviewer uses: at or above the highest met rung is acceptable; between rungs is a negotiable deviation; at or below the walk-away floor fires the escalation trigger.
- Name the assumed governing law first. Before banding any jurisdiction-sensitive family (restrictive covenants and confidentiality, warranty disclaimers, liquidated damages and remedies, governing law and dispute resolution, data protection and transfers), state the governing law you are reasoning under and where it comes from — the clause's choice-of-law term or the matter's jurisdiction pack. Never accept an implied jurisdiction: if a "what is market" question names none, surface the gap and state what you assumed rather than defaulting to US-commercial scope.
- Grade confidence down — qualify, then escalate — when the governing law is state/local, non-US, lower-court-driven or unsettled, multi-jurisdiction, or recently changed. A position that is market and enforceable under US law may be unenforceable elsewhere (e.g. liquidated-damages-as-penalty rules, broad warranty disclaimers, cross-border data transfers).
- Governing law vs forum, and mandatory-law override. Read the governing-law family against its own forum/seat term; flag misalignment, and flag where the forum's mandatory rules or public policy (consumer, competition, employee, data-protection) can override the chosen law and the position it would otherwise support.
- Cross-border CISG prompt. For a cross-border sale-of-goods contract, check whether the CISG applies by default and whether the parties intended to exclude it; flag an unaddressed CISG position before relying on these US-market warranty/remedy reference points.
- Multi-jurisdiction. When more than one governing law is in scope, band each clause separately and completely under each law, then reconcile — flagging where a rung that is acceptable under one law breaches the floor or is void under another, and routing divergences that need a decision to escalation.