Contract Clause Checklist
The most expensive clauses are the ones that are not in the contract. Reviewing a contract is not only reading what is written - it is checking that no safeguard the deal needs is absent. This workflow walks the contract against a fixed list of 41 clause categories and, for each, says: present, absent, or present-but-risky, quoting the clause when present.
It is extractive - what it shows comes from the contract, not from paraphrase. It flags presence and risk; the assessment and the call stay with the lawyer.
One caution built into the method: CUAD is an extraction taxonomy, not a list of safeguards every agreement must contain. Several categories are deal-specific, and some are mutually exclusive pairs - uncapped liability versus a cap on liability, unlimited versus limited licence grants. Treating every absence as a red flag would bury the real gaps in false positives.
The 41 categories (CUAD taxonomy)
Each category is assessed in two steps. First, applicability: does this deal need the clause at all, given the contract type, the parties, and the subject matter? Then, for applicable categories only: present / absent / risky, plus a quote when present. Mutually exclusive pairs count as one decision - record which side the contract takes, not the "absence" of the other side.
Contract metadata
- Document name, Parties (verify authority to sign), Governing law.
Group 1 - term and dates
- Agreement date, Effective date, Expiration date, Renewal term (auto-renew?), Notice period to terminate renewal.
Group 2 - competition restrictions
- Non-compete, Exclusivity, No-solicit of customers, Competitive restriction exception (carve-outs).
Group 3 - control and assignment
- Change of control (consent or termination on M&A?), Anti-assignment.
Group 4 - licences
- License grant, Non-transferable license, Affiliate license (licensor), Affiliate license (licensee), Unlimited license, Irrevocable or perpetual license.
Group 5 - post-term and audit
- Post-termination services, Audit rights.
Group 6 - liability
- Uncapped liability, Cap on liability.
Ungrouped
- Most favored nation, No-solicit of employees, Non-disparagement, Termination for convenience, ROFR/ROFO/ROFN, Revenue/profit sharing, Price restrictions, Minimum commitment, Volume restriction, IP ownership assignment, Joint IP ownership, Source code escrow, Covenant not to sue, Liquidated damages, Warranty duration, Insurance, Third-party beneficiary.
Output format
Start with the red flags, then the full table:
- RED FLAGS: each category that is applicable and absent, with why this deal needs it, and each risky category with how it is one-sided. A category marked not applicable never becomes a red flag.
- 41-CATEGORY TABLE with columns: Category, Applicable (yes/no + why), Status, Note, Quote (if present).
Limits
- This is a presence-and-risk checklist, not an interpretation of clause wording. Whether a clause is effective, and the recommendation, are the lawyer's.
- The taxonomy is common-law-oriented at source; for a specific jurisdiction, add local-law anchors.
- Descriptive references without a clause ("the parties intend to cooperate") have nothing to match - mark them as "no clause, manual check".
Attribution
The 41-category clause taxonomy is based on CUAD (Contract Understanding Atticus Dataset), The Atticus Project, licensed CC BY 4.0 (https://www.atticusprojectai.org/cuad). Category descriptions and the risk framing are the author's own.
