liminfoContract Clause Reference
Free reference guide: Contract Clause Reference
About Contract Clause Reference
The Contract Clause Reference is a practical legal reference covering the essential building blocks of commercial contracts: from structural elements like Recitals, Definitions, Term and Termination, Governing Law, and Dispute Resolution clauses, to core provisions including Representations and Warranties, Indemnification, Limitation of Liability, Confidentiality (NDA), and Intellectual Property ownership and licensing terms.
This reference provides bilingual English-Korean contract clause examples with real-world drafting patterns, making it invaluable for cross-border transactions. Each clause entry includes purpose, key elements, sample language, enforceability considerations, and relevant Korean Civil Code or international law references such as UCP 600, CISG, and KCAB/ICC arbitration rules.
Beyond standard clauses, the guide covers specialized provisions for technology and service agreements: SLA (Service Level Agreement) with uptime metrics and credit structures, source code Escrow, Change Order procedures, Data Protection clauses compliant with Korean PIPA and GDPR, Penalty/Liquidated Damages distinctions between civil and common law, and Condition Precedent requirements for complex transactions.
Key Features
- Contract structure: Recitals, Definitions, Term/Termination, Governing Law, and Dispute Resolution templates
- Core clauses: Representations & Warranties, Indemnification with cap/basket, and Limitation of Liability
- Confidentiality (NDA) with exceptions, survival periods, and Intellectual Property ownership/licensing terms
- Force Majeure with post-COVID pandemic provisions and Non-Compete enforceability guidelines
- Boilerplate: Entire Agreement, Severability, Notices, Waiver, Counterparts with electronic signature validity
- Special clauses: SLA metrics/credits, Escrow, Change Order procedures, Data Protection (PIPA/GDPR)
- Penalty vs Liquidated Damages: civil law vs common law distinctions with Korean court reduction rules
- Bilingual English-Korean examples with Korean Civil Code references and international law context
Frequently Asked Questions
What types of contract clauses does this reference cover?
The reference covers 25 essential contract clause types organized into five categories: Contract Structure (Recitals, Definitions, Term/Termination, Governing Law, Dispute Resolution), Core Clauses (Representations & Warranties, Indemnification, Liability Limitation, Confidentiality, IP, Penalty/Liquidated Damages), General Clauses (Force Majeure, Non-Compete, Non-Solicitation, Assignment), Boilerplate (Entire Agreement, Severability, Notices, Waiver, Counterparts), and Special Clauses (SLA, Escrow, Change Order, Data Protection, Condition Precedent).
How does the reference help with drafting international contracts?
Each clause entry includes bilingual English-Korean sample language, making it ideal for cross-border transactions involving Korean parties. It covers governing law considerations including CISG exclusion, dispute resolution options (KCAB, ICC arbitration vs litigation), and highlights where Korean Civil Code provisions differ from common law principles, such as the penalty clause distinction and court reduction powers.
What does the Indemnification section cover?
The Indemnification entry covers the full scope of indemnity clauses: triggers (breach of representations/warranties, contractual obligations, third-party claims), the claim notice and defense procedure, Cap (maximum liability as percentage of contract value), and Basket (minimum threshold before claims are valid). It explains the interplay with Limitation of Liability and common exceptions for willful misconduct and IP infringement.
How is the Confidentiality (NDA) clause explained?
The Confidentiality entry provides a complete NDA framework: definition of confidential information (written/oral/electronic with marking requirements), core obligations (non-disclosure, purpose limitation, reasonable protective measures), standard exceptions (publicly known, prior possession, independent development, legal compulsion), and survival period recommendations of 3-5 years post-termination.
Does the reference cover Force Majeure with pandemic provisions?
Yes. The Force Majeure entry lists standard events (natural disasters, war, terrorism, government regulations, labor disputes) and specifically notes the post-COVID-19 trend of explicitly including epidemic/pandemic as a named event. It covers notification obligations, obligation suspension during the event, and termination rights for prolonged force majeure (typically 90+ days).
What SLA and technology-specific clauses are included?
The reference includes SLA clauses with specific metrics (99.9% uptime, response/resolution time tiers) and graduated credit structures. It also covers source code Escrow with release conditions and re-deposit obligations, Change Order procedures with a five-step approval workflow, and Data Protection clauses addressing Korean PIPA mandatory terms and GDPR DPA/SCC requirements.
How does the reference explain Penalty vs Liquidated Damages?
The entry clearly distinguishes the two concepts: in civil law jurisdictions (including Korea), penalties are presumed to be liquidated damages under Korean Civil Code Article 398, and courts may reduce excessive amounts. In common law jurisdictions, penalty clauses are void while only genuine pre-estimates of loss (liquidated damages) are enforceable. Practical examples include percentage-based penalties and per-day delay damages.
Is the Contract Clause Reference free?
Yes, the reference is completely free with no registration, download, or usage limits. All content runs in your browser with no server communication. It is designed for lawyers, in-house counsel, business professionals, and law students who need quick access to standard contract clause templates and drafting guidance.