# Fallback positions library — TEMPLATE > Pre-drafted paragraphs that the contract-redline skill substitutes verbatim > when proposing yellow-zone (fallback) and red-zone (must-have) redlines. > > Why pre-drafted: counsel has already reviewed this language. Free-form > rewrites would introduce novel wording every run and force the reviewer > to re-read each fallback from scratch — defeating the time saving. > > Replace this template's contents with paragraphs your firm's counsel has > approved. Keep the section IDs (`LOL.001`, `IDM.001`, etc.) stable so the > skill can cite them in rationale strings. ## Convention Each section has two paragraphs: - **Fallback (yellow zone).** What the skill proposes when the counterparty draft is in the playbook's yellow band — negotiation room, but acceptable. - **Must-have (red zone).** What the skill proposes when the counterparty draft is in the playbook's red band — walk-away language. Both are written as drop-in replacements for the counterparty clause, in the firm's house voice. The skill does not paraphrase; it pastes. --- ## §LOL.001 — Limitation of Liability **Fallback paragraph:** > Subject to the exceptions in §LOL.001(b), each party's aggregate liability > arising out of or related to this Agreement shall not exceed the greater of > (i) the fees paid or payable by Customer to Provider in the twelve (12) > months preceding the event giving rise to the claim, or (ii) USD 500,000. **Must-have paragraph:** > Subject to the exceptions in §LOL.001(b), each party's aggregate liability > arising out of or related to this Agreement shall not exceed the greater of > (i) the fees paid or payable by Customer to Provider in the twelve (12) > months preceding the event giving rise to the claim, or (ii) USD 1,000,000. > > §LOL.001(b) — Exceptions to the cap: (1) breach of confidentiality; > (2) infringement indemnification obligations under §IDM.001; (3) willful > misconduct or gross negligence; (4) a party's payment obligations. --- ## §IDM.001 — Indemnification **Fallback paragraph:** > Each party (the "Indemnifying Party") shall defend, indemnify, and hold > harmless the other party from third-party claims alleging that the > Indemnifying Party's materials, when used as authorized under this > Agreement, infringe a valid patent, copyright, or trademark, or > misappropriate a trade secret. The Indemnifying Party's obligations are > conditioned on prompt written notice, sole control of the defense, and > reasonable cooperation by the indemnified party. **Must-have paragraph:** > [Fallback paragraph above] — and the indemnification scope is limited to > third-party intellectual-property claims and willful misconduct only. > Indemnification of any other claim category requires a separately > negotiated and signed addendum. --- ## §IP.001 — IP Ownership **Fallback paragraph:** > Each party retains all right, title, and interest in its pre-existing > intellectual property. To the extent the parties jointly develop > "Improvements" during the Term, Provider shall own such Improvements > and grants Customer a perpetual, irrevocable, royalty-free, non-exclusive > license to use them solely for Customer's internal business purposes. **Must-have paragraph:** > Each party retains all right, title, and interest in its pre-existing > intellectual property and in any improvements, derivative works, or > tools it independently develops. Customer owns Customer Data; Provider > owns Provider's tools, methodologies, and platform. Nothing in this > Agreement transfers ownership of either party's pre-existing IP. --- ## §TERM.001 — Term & Termination **Fallback paragraph:** > The Initial Term is thirty-six (36) months. Thereafter, this Agreement > renews for successive twelve (12) month Renewal Terms unless either party > provides written notice of non-renewal at least sixty (60) days prior to > the end of the then-current term. Either party may terminate for material > breach upon thirty (30) days' written notice if the breach is not cured > within the notice period. **Must-have paragraph:** > [Fallback paragraph above] — and either party may terminate for material > breach upon thirty (30) days' written notice. Termination for material > breach is a non-waivable right; any clause attempting to disclaim or > condition this right is void. --- ## §LAW.001 — Governing Law & Venue **Fallback paragraph:** > This Agreement is governed by the laws of the State of Delaware, excluding > its conflict-of-laws principles. The parties consent to the exclusive > jurisdiction and venue of the state and federal courts located in > New Castle County, Delaware, except that either party may seek injunctive > relief in any court of competent jurisdiction to protect its > intellectual-property rights. **Must-have paragraph:** > [Fallback paragraph above] is the only acceptable governing-law structure. > Non-Delaware/NY/home-state jurisdictions require human attorney review > before proposal — the skill does not propose a non-listed jurisdiction. --- ## §DPA.001 — Data Protection **Fallback paragraph:** > The parties shall execute the Data Processing Addendum attached as > Exhibit B prior to any processing of Personal Data. Where Personal Data > is transferred from the EEA, UK, or Switzerland to a country without an > adequacy decision, the parties shall rely on the Standard Contractual > Clauses incorporated by reference in Exhibit B. **Must-have paragraph:** > [Fallback paragraph above] — and Provider shall complete a Transfer > Impact Assessment for each cross-border transfer route, made available > to Customer on written request. Sub-processor changes require thirty > (30) days' advance notice with a right to object. --- ## §CONF.001 — Confidentiality **Fallback paragraph:** > Each party shall protect the other's Confidential Information using the > same degree of care it uses for its own confidential information of like > kind, but in no event less than reasonable care. Confidentiality > obligations survive for five (5) years after termination, except that > obligations regarding trade secrets continue for as long as the > information remains a trade secret under applicable law. **Must-have paragraph:** > [Fallback paragraph above] — and the standard exclusions apply: information > that is or becomes publicly known through no breach by the receiving party, > was independently developed without reference to the disclosing party's > Confidential Information, was rightfully obtained from a third party > without confidentiality obligations, or is required to be disclosed by law > (with prompt notice to the disclosing party). --- ## §WAR.001 — Warranties & Disclaimers **Fallback paragraph:** > Each party warrants that it has full corporate authority to enter into > this Agreement and that its performance hereunder will not infringe the > intellectual-property rights of any third party. EXCEPT FOR THE > WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY DISCLAIMS > ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES > OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. **Must-have paragraph:** > [Fallback paragraph above] — and Provider does NOT warrant uninterrupted > or error-free operation of the Service. Service-level commitments, if > any, are governed exclusively by the SLA exhibit; no other availability > warranty is granted.