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Catalog · 11

Clause library

The reusable building blocks behind the templates: confidentiality, term, governing law, arbitration and similar clauses, each shown with its full text, the jurisdictions it was written for and the templates that use it. Browse them to see how a template is put together, or to compare wording. Orientation only. Not legal advice.

  1. Arbitration arbitration-v1

    Any dispute arising out of or relating to this agreement, including its formation, is finally resolved by confidential arbitration before a single arbitrator, seated in the jurisdiction whose law governs this agreement; where the selected jurisdiction is the United Arab Emirates, the seat is the Dubai International Financial Centre (DIFC). The arbitration follows rules the parties agree in writing or, failing agreement within 30 days of a written notice of dispute, the UNCITRAL Arbitration Rules. The language of the arbitration is English. Judgment on the award may be entered in any court with jurisdiction. Either party may ask a court for urgent interim relief to protect confidential information or preserve the status quo pending the arbitration.

    Jurisdictions: USWY, USDE, USNY, GB, AE, SGUsed by: Consent to Act, Fee Protection Agreement (IMFPA), Handshake Sale of Goods, Instant Handshake Agreement, Instant NCNDA, Letter of Intent / Term Sheet, Mutual NDA, One-way NDA, Verbal Loan IOU

  2. Scope of authority authority-scope-v1

    [party_a] (the principal) appoints [party_b] (the agent) to perform one act on the principal's behalf: [act]. The authority is limited to that act, performed once, on the terms the principal has stated. The agent may not perform any other act in the principal's name, may not sign, pay or commit for the principal beyond what that act strictly requires, and may not delegate or transfer the authority to anyone else. The authority ends at the earliest of 23:59 on [expires_on] in the principal's local time, the completion of the act, or the agent's receipt of the principal's written or recorded withdrawal. The agent will act honestly and in the principal's interest, keep a record of what it did, and report it to the principal promptly. An act the agent performs within this authority before it ends binds the principal; an act outside it does not, unless the principal later approves it in writing. This consent is not a general power of attorney and does not authorize any act for which the governing law requires a particular form of appointment; for such an act the parties must use that form.

    Jurisdictions: USWY, USDE, USNY, GBUsed by: Consent to Act

  3. Confidentiality (one-way) confidentiality-one-way-v1

    [party_a] is the disclosing party and [party_b] is the receiving party; only [party_b] takes on the duties in this clause. Confidential Information means non-public information [party_a] shares with [party_b] in connection with this agreement, in any form. [party_b] will use it only for the purpose of this agreement, share it only with its personnel and advisers who need it and owe a duty of confidence at least as strict as this one, protect it with at least reasonable care, and return or destroy it on [party_a]'s written request. Confidential Information does not include information that is or becomes public through no fault of [party_b], was lawfully known to [party_b] before disclosure, is lawfully received from a third party without a duty of confidence, or is independently developed by [party_b]. [party_b] may disclose information where law, regulation or a court order requires it, after giving [party_a] prompt notice where the law allows.

    Jurisdictions: USWY, USDE, USNY, GB, AE, SGUsed by: One-way NDA

  4. Confidentiality confidentiality-v1

    Confidential Information means non-public information one party (the discloser) shares with the other (the recipient) in connection with this agreement, in any form. The recipient will use it only for the purpose of this agreement, share it only with its personnel and advisers who need it and owe a duty of confidence at least as strict as this one, protect it with at least reasonable care, and return or destroy it on the discloser's written request. Confidential Information does not include information that is or becomes public through no fault of the recipient, was lawfully known to the recipient before disclosure, is lawfully received from a third party without a duty of confidence, or is independently developed. The recipient may disclose information where law, regulation or a court order requires it, after giving the discloser prompt notice where the law allows.

    Jurisdictions: USWY, USDE, USNY, GB, AE, SGUsed by: Fee Protection Agreement (IMFPA), Instant NCNDA, Mutual NDA

  5. Exclusivity (the only binding term) exclusivity-v1

    This clause applies only if [exclusivity_binding] is true; if it is false, this clause has no effect and no part of this letter binds either party. For [exclusivity_days] days from the date the last party consents, [party_a] will not, directly or through any affiliate, agent or adviser, solicit, encourage, negotiate or agree with any person other than [party_b] about [proposed_transaction], or about any transaction that would prevent it, and will promptly tell [party_b] that it has received any such approach. The period ends early if [party_b] gives written notice that it no longer intends to pursue the proposed transaction. This clause, together with the governing law and arbitration clauses as they apply to it, is the only part of this letter that binds the parties. Every other term, including [key_terms], is a statement of present intent only: it creates no duty to negotiate, to negotiate in good faith or to close, and either party may end discussions at any time without liability, except for a breach of this clause.

    Jurisdictions: USWY, USDE, USNY, GB, AE, SGUsed by: Letter of Intent / Term Sheet

  6. Fee protection fee-protection-v1

    If [party_b] or any of its affiliates closes a transaction with [introduced_party], or any of its affiliates, in connection with [opportunity] during the term or within 12 months after it ends, [party_b] will pay [party_a] a fee of [fee_bps] basis points of the gross value of that transaction, and not less than [amount_minor] in minor units of [currency]. In this clause, minor units means cents for USD and millionths of one USDC for USDC. The fee is due when the transaction closes and is paid by [party_b] directly to [party_a]. The fee is an obligation between the parties only. UnyKorn LLC is not a party to it and takes no share of it.

    Jurisdictions: USWY, USDE, USNY, GB, AE, SGUsed by: Fee Protection Agreement (IMFPA)

  7. Governing law governing-law-v1

    This agreement is governed by the law of the jurisdiction selected for it when the parties consent, chosen from the jurisdictions listed for this template, without regard to that jurisdiction's conflict-of-laws rules. Where the selected jurisdiction is the United Arab Emirates, the governing law is the law of the Dubai International Financial Centre (DIFC). If no jurisdiction is selected, the law of the State of Wyoming applies.

    Jurisdictions: USWY, USDE, USNY, GB, AE, SGUsed by: Consent to Act, Fee Protection Agreement (IMFPA), Handshake Sale of Goods, Instant Handshake Agreement, Instant NCNDA, Letter of Intent / Term Sheet, Mutual NDA, One-way NDA, Verbal Loan IOU, Witness Attestation

  8. Non-circumvention non-circumvention-v1

    During the term, neither party will, directly or through any affiliate, agent or other person, contact, solicit, deal with or transact with any person, business or source introduced by the other party in connection with [opportunity], or otherwise bypass the introducing party, without that party's prior written consent. An introduction is identified in writing or by recorded statement when it is made. This clause does not restrict dealings with a person who already had a documented relationship with the receiving party before the introduction.

    Jurisdictions: USWY, USDE, USNY, GB, AE, SGUsed by: Fee Protection Agreement (IMFPA), Instant NCNDA

  9. Repayment repayment-v1

    [party_b] (the borrower) acknowledges receiving [amount_minor] in minor units of [currency] from [party_a] (the lender) and will repay it in full, in [currency], directly to [party_a], no later than [maturity_date]. In this clause, minor units means cents for USD and millionths of one USDC for USDC. Simple interest accrues on the unpaid principal at [rate_bps] basis points per year, calculated on the actual number of days elapsed over a 365-day year, from the date the borrower received the funds until the date the principal is repaid; a rate of 0 means the loan is interest-free. Accrued interest is due with the principal. The borrower may prepay all or part at any time without premium or penalty, and interest then accrues only on the principal still outstanding. Each payment is applied first to accrued interest and then to principal. Amounts are calculated and paid in whole minor units, with interest rounded down. If the stated rate would exceed the highest rate the governing law permits, the rate is reduced to that highest permitted rate, and any excess already paid is applied to principal or returned. Any amount unpaid after [maturity_date] remains due, and interest continues at the same rate until it is paid. This is an obligation between the borrower and the lender only. UnyKorn LLC is not a party to it, does not hold, send or receive any funds under it, and takes no share of it.

    Jurisdictions: USWY, USDE, GBUsed by: Verbal Loan IOU

  10. Term and survival term-v1

    This agreement starts on the date the last party consents and runs for [term_months] months. Either party may end it early by written notice if the other materially breaches it and does not cure the breach within 30 days of notice. Duties of confidentiality for information shared during the term continue for 24 months after the term ends, and for trade secrets for as long as they remain trade secrets. Payment obligations that arose during the term, or within any tail period this agreement sets, continue until paid.

    Jurisdictions: USWY, USDE, USNY, GB, AE, SGUsed by: Fee Protection Agreement (IMFPA), Instant NCNDA, Mutual NDA, One-way NDA

  11. Sale, title and risk title-passes-v1

    [party_a] (the seller) sells and [party_b] (the buyer) buys the goods described as [goods] for [amount_minor] in minor units of [currency], paid by the buyer directly to the seller. In this clause, minor units means cents for USD and millionths of one USDC for USDC. The seller will deliver the goods by [delivery_date]. The seller states that it has the right to sell the goods and that they are free of any security interest, lien or other claim that it did not disclose to the buyer before the buyer consented. Title to the goods passes from the seller to the buyer when the seller receives the price in full. Risk of loss passes to the buyer on delivery. Where ownership of the goods is shown in a register, certificate or other title record (for example a vehicle, a vessel or a registered digital asset), this agreement does not itself change that record: a separate title record may follow, and the parties will promptly complete any transfer that record requires once the price is paid. UnyKorn LLC is not a party to the sale, does not hold the goods or the price, and takes no share of it.

    Jurisdictions: USWY, USDE, USNY, GBUsed by: Handshake Sale of Goods

  12. Witness statement witness-statement-v1

    [witness] (the witness) states that it was present, in person or by live audio or video, when the people who identified themselves as [party_a] and [party_b] gave their consent to the agreement recorded as [witnessed_agreement_id], and that it saw or heard each of them give that consent. The witness states that it is not a party to that agreement and has no financial or other interest in its outcome. The witness states only what it saw and heard. It makes no statement about whether the witnessed agreement is valid or binding, about the meaning, lawfulness or effect of its terms, or about either party's capacity or authority, and it does not confirm either party's identity beyond what was presented to it. This attestation is the statement of a lay witness. It is not an official act of any public officer and does not change the witnessed agreement. If the witness later learns that any part of this statement is inaccurate, it will say so promptly in a further recorded statement.

    Jurisdictions: USWY, USDE, USNY, GBUsed by: Witness Attestation