app/benchmarks/seed_clauses.json

[
  {
    "id": "emp_noncompete_narrow",
    "doc_type": "employment",
    "clause_type": "non_compete",
    "severity_baseline": "low",
    "text": "For a period of six (6) months following termination of employment, Employee agrees not to accept employment with any business that directly competes with the specific product line on which Employee worked during the final twelve (12) months of employment, within a geographic radius of twenty-five (25) miles of any office at which Employee worked. This restriction does not apply if Employee is terminated without cause.",
    "notes": "Narrowly tailored: short duration, narrow scope, geographic limit, exception for no-cause termination. Considered enforceable in most US jurisdictions."
  },
  {
    "id": "emp_noncompete_worldwide_critical",
    "doc_type": "employment",
    "clause_type": "non_compete",
    "severity_baseline": "critical",
    "text": "Employee agrees that during employment and for a period of three (3) years following termination for any reason, Employee shall not directly or indirectly engage in, own, manage, operate, or be employed by any business that competes with Company anywhere in the world. This restriction applies regardless of whether Employee was terminated with or without cause.",
    "notes": "Worldwide scope, 3-year duration, no termination-without-cause exception. Unenforceable in California; overreaching in most jurisdictions. Courts routinely blue-pencil or void these."
  },
  {
    "id": "emp_noncompete_nationwide_high",
    "doc_type": "employment",
    "clause_type": "non_compete",
    "severity_baseline": "high",
    "text": "For two (2) years after termination, Employee shall not be employed by, consult for, or have any ownership interest in any business operating in the same industry as Company anywhere in the United States.",
    "notes": "Two-year nationwide scope without geographic limit tied to actual work location. High bar to enforce outside of senior executive context."
  },
  {
    "id": "emp_ip_balanced",
    "doc_type": "employment",
    "clause_type": "ip_assignment",
    "severity_baseline": "medium",
    "text": "Employee assigns to Company all right, title, and interest in any invention conceived or reduced to practice during working hours, using Company resources, or relating to Company's current or reasonably anticipated business. Inventions created entirely on Employee's own time, without use of Company resources, and unrelated to Company's business are expressly excluded and remain Employee's sole property.",
    "notes": "Standard work-for-hire scope with carve-out for genuinely personal projects. Mirrors California Labor Code §2870 protections."
  },
  {
    "id": "emp_ip_nightsweekends_critical",
    "doc_type": "employment",
    "clause_type": "ip_assignment",
    "severity_baseline": "critical",
    "text": "Employee hereby irrevocably assigns to Company all right, title, and interest in any and all inventions, discoveries, developments, improvements, works of authorship, and ideas, whether or not patentable, that Employee conceives, develops, or reduces to practice at any time, including nights and weekends, whether or not using Company resources, and whether or not related to Company's business. Employee waives all moral rights in such works.",
    "notes": "Assigns all inventions including personal-time projects unrelated to the business. Explicitly violates California Labor Code §2870, Del. Code §2871, and similar statutes in IL, MN, NC, WA. Moral rights waiver unusually aggressive."
  },
  {
    "id": "emp_termination_mutual",
    "doc_type": "employment",
    "clause_type": "termination",
    "severity_baseline": "low",
    "text": "Either party may terminate this agreement at any time, with or without cause, upon two (2) weeks' written notice. Upon termination, Company shall pay Employee all accrued wages, unused vacation, and any earned but unpaid bonus through the termination date.",
    "notes": "Mutual notice, accrued comp paid out. Reasonable for at-will US employment."
  },
  {
    "id": "emp_termination_asymmetric_high",
    "doc_type": "employment",
    "clause_type": "termination",
    "severity_baseline": "high",
    "text": "Employment is at-will. Company may terminate Employee at any time, with or without cause, with zero (0) days notice. Employee must provide ninety (90) days written notice before resigning or forfeit all accrued but unpaid bonuses and any unvested equity.",
    "notes": "Extreme asymmetry: employer can leave instantly, employee faces 90-day penalty. Bonus/equity forfeiture for short notice may be challenged as wage theft in some jurisdictions."
  },
  {
    "id": "emp_confidentiality_standard",
    "doc_type": "employment",
    "clause_type": "confidentiality",
    "severity_baseline": "low",
    "text": "Employee agrees to maintain the confidentiality of Company's proprietary information, trade secrets, and non-public business information for a period of three (3) years following termination, except where disclosure is required by law or where the information has become public through no fault of Employee. Nothing in this clause prevents Employee from discussing wages, hours, or working conditions with co-workers or filing a complaint with a government agency.",
    "notes": "Time-limited, with carve-outs for legal compliance and NLRA-protected activity."
  },
  {
    "id": "emp_confidentiality_perpetual_critical",
    "doc_type": "employment",
    "clause_type": "confidentiality",
    "severity_baseline": "critical",
    "text": "Employee agrees to keep all Company information confidential forever, including after termination. This includes any information Employee learns about Company's business, customers, or operations. Employee may not discuss wages or working conditions with anyone, including coworkers or government agencies.",
    "notes": "Perpetual duration is overreaching. Prohibition on wage discussions with coworkers violates NLRA Section 7 (concerted activity). Prohibition on disclosures to government agencies may violate Dodd-Frank, Sarbanes-Oxley, or OSHA whistleblower protections."
  },
  {
    "id": "emp_arbitration_classwaiver_critical",
    "doc_type": "employment",
    "clause_type": "arbitration",
    "severity_baseline": "critical",
    "text": "Any and all disputes arising out of or relating to this Agreement or Employee's employment shall be resolved exclusively through binding arbitration administered by Company's chosen arbitrator. Employee waives any right to a jury trial. Employee waives the right to bring or participate in any class action, collective action, or representative proceeding. All arbitration proceedings shall be kept confidential. Company shall not be required to pay arbitration fees exceeding $500.",
    "notes": "Company-selected arbitrator (structural bias), class action waiver (limits collective redress for wage theft), fee cap on company side but not employee. Supreme Court upheld class-action waivers in Epic Systems v. Lewis (2018) but this remains highly unfavorable to employees."
  },
  {
    "id": "emp_liability_dollar_critical",
    "doc_type": "employment",
    "clause_type": "liability",
    "severity_baseline": "critical",
    "text": "In no event shall Company be liable to Employee for any damages whatsoever arising from employment, including wrongful termination, discrimination, or unpaid wages, regardless of the theory of liability. Employee's sole remedy for any claim is limited to $100.",
    "notes": "$100 cap on all claims including discrimination and unpaid wages. Likely unenforceable as contrary to FLSA, Title VII, ADA, and state wage-and-hour laws which provide statutory remedies. Courts routinely void caps that would frustrate statutory enforcement."
  },
  {
    "id": "emp_data_keystroke_critical",
    "doc_type": "employment",
    "clause_type": "data_collection",
    "severity_baseline": "critical",
    "text": "Company may collect, store, monitor, and share with third parties any data generated by Employee during employment, including communications, keystrokes, files, and personal device data if used for work purposes. Company retains this data indefinitely and may use it for any business purpose including after termination of employment.",
    "notes": "Keystroke logging and personal device monitoring are disclosed but no notice requirement. Indefinite retention and post-employment use of personal data may conflict with CCPA, GDPR if employee is in EU, and state wiretapping laws depending on jurisdiction."
  },
  {
    "id": "emp_autorenewal_180day_high",
    "doc_type": "employment",
    "clause_type": "auto_renewal",
    "severity_baseline": "high",
    "text": "This agreement automatically renews for successive one-year terms unless Employee provides written notice of non-renewal at least 180 days before the end of the then-current term. Failure to provide timely notice obligates Employee to remain employed for the full renewal period or pay a penalty equal to six months' salary.",
    "notes": "180-day non-renewal window is extremely long and unusual. Six-month salary penalty for missing the window is likely unenforceable as a liquidated damages clause — courts look for proportionality to actual harm."
  },
  {
    "id": "emp_governing_law_hostile",
    "doc_type": "employment",
    "clause_type": "governing_law",
    "severity_baseline": "high",
    "text": "This Agreement shall be governed by the laws of the State of Delaware. Any disputes not subject to arbitration shall be litigated exclusively in Company's home jurisdiction at Employee's expense.",
    "notes": "Requiring employee to litigate in counterparty's jurisdiction at their own expense creates a practical barrier to asserting rights. Some state courts refuse to enforce such clauses for their own residents."
  },

  {
    "id": "freel_ip_workforhire",
    "doc_type": "freelance",
    "clause_type": "ip_assignment",
    "severity_baseline": "medium",
    "text": "All deliverables specifically created by Contractor for Client under the Statement of Work are deemed 'work made for hire' and shall be the sole property of Client upon full payment of all amounts due. Contractor retains ownership of all pre-existing tools, frameworks, methodologies, and general know-how, and grants Client a perpetual, royalty-free license to use such pre-existing materials solely as embedded in the deliverables. Contractor retains the right to display non-confidential portions of the deliverables in Contractor's professional portfolio.",
    "notes": "Standard freelance IP split: work product transfers to client, pre-existing IP stays with contractor, portfolio rights preserved."
  },
  {
    "id": "freel_ip_preexisting_critical",
    "doc_type": "freelance",
    "clause_type": "ip_assignment",
    "severity_baseline": "critical",
    "text": "Contractor hereby assigns to Client all right, title, and interest in any and all intellectual property, including pre-existing tools, libraries, and methodologies used in connection with the deliverables. Contractor retains no license to any such materials following completion of the engagement.",
    "notes": "Purports to assign pre-existing IP including tools and libraries Contractor may use across multiple clients. If enforced, this could destroy Contractor's ability to work in the same technical domain."
  },
  {
    "id": "freel_payment_net30",
    "doc_type": "freelance",
    "clause_type": "payment",
    "severity_baseline": "low",
    "text": "Client shall pay Contractor's invoices within thirty (30) days of receipt. Invoices not paid within forty-five (45) days shall accrue interest at the rate of one and one-half percent (1.5%) per month or the maximum allowed by law, whichever is lower. Contractor may suspend further work upon ten (10) days' written notice if any invoice remains unpaid for more than sixty (60) days.",
    "notes": "Net-30 terms, modest late fee, work-suspension right after extended non-payment. Industry standard."
  },
  {
    "id": "freel_payment_norefund_high",
    "doc_type": "freelance",
    "clause_type": "payment",
    "severity_baseline": "high",
    "text": "All fees paid to Contractor are non-refundable regardless of the reason for termination of this Agreement, including termination for Contractor's breach. Client waives any right to seek restitution or offset of any amounts paid.",
    "notes": "Non-refundable fees even for contractor breach removes client's primary remedy. Courts may void as unconscionable if contractor delivers nothing."
  },
  {
    "id": "freel_warranty_limited",
    "doc_type": "freelance",
    "clause_type": "warranty",
    "severity_baseline": "low",
    "text": "Contractor warrants that the deliverables will substantially conform to the specifications set forth in the Statement of Work for a period of thirty (30) days following delivery. Contractor's sole obligation, and Client's sole remedy, for any breach of this warranty shall be for Contractor to use commercially reasonable efforts to correct the non-conforming deliverables.",
    "notes": "Bounded warranty period and remedy. Standard professional-services posture."
  },
  {
    "id": "freel_noncompete_broad_high",
    "doc_type": "freelance",
    "clause_type": "non_compete",
    "severity_baseline": "high",
    "text": "For a period of one (1) year following conclusion of this engagement, Contractor shall not accept work from any company operating in the same industry sector as Client, anywhere in the country.",
    "notes": "Industry-wide non-compete for freelancers is extremely broad. California refuses to enforce any non-compete (Bus. & Prof. Code §16600). Other jurisdictions require narrow tailoring tied to actual competitive harm."
  },
  {
    "id": "freel_confidentiality_mutual",
    "doc_type": "freelance",
    "clause_type": "confidentiality",
    "severity_baseline": "low",
    "text": "Each party agrees to hold in confidence all non-public business or technical information disclosed by the other party in connection with this engagement, for a period of two (2) years following disclosure. Confidential information does not include information that is publicly available, independently developed without reference to the disclosing party's information, or rightfully received from a third party without confidentiality obligation.",
    "notes": "Mutual NDA with standard exclusions and a reasonable tail."
  },

  {
    "id": "saas_arbitration_reasonable",
    "doc_type": "saas_tos",
    "clause_type": "arbitration",
    "severity_baseline": "medium",
    "text": "Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, in the county of the customer's principal place of business. Each party shall bear its own costs and attorneys' fees, except that the arbitrator may award costs to the prevailing party. Either party may bring an individual action in small claims court for disputes within that court's jurisdiction.",
    "notes": "Arbitration but in user's home venue, fee-bearing is mutual, and small-claims carve-out preserved. No class-action waiver shown."
  },
  {
    "id": "saas_arbitration_classwaiver_critical",
    "doc_type": "saas_tos",
    "clause_type": "arbitration",
    "severity_baseline": "critical",
    "text": "YOU AGREE THAT ALL DISPUTES SHALL BE RESOLVED SOLELY THROUGH INDIVIDUAL BINDING ARBITRATION AND NOT IN A CLASS, REPRESENTATIVE, OR CONSOLIDATED ACTION OR PROCEEDING. You waive your right to a jury trial and to participate in class action litigation.",
    "notes": "Mass consumer class-action waiver in all-caps. While enforceable under Epic Systems, prevents collective redress for systemic harms (data breaches, overbilling). No venue or fee provision shown."
  },
  {
    "id": "saas_liability_proportional",
    "doc_type": "saas_tos",
    "clause_type": "liability",
    "severity_baseline": "medium",
    "text": "Each party's total cumulative liability arising out of or relating to this Agreement, regardless of the form of action, shall not exceed the fees paid or payable by Customer to Provider in the twelve (12) months preceding the event giving rise to the claim. The foregoing limitation does not apply to either party's indemnification obligations, breach of confidentiality, or willful misconduct.",
    "notes": "Cap tied to 12 months of fees (proportional), with carve-outs for the categories where caps shouldn't apply."
  },
  {
    "id": "saas_liability_zero_critical",
    "doc_type": "saas_tos",
    "clause_type": "liability",
    "severity_baseline": "critical",
    "text": "TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF YOUR USE OF THE SERVICE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.",
    "notes": "Complete liability disclaimer with no proportional cap or carve-outs. The phrase 'to the fullest extent permitted by applicable law' saves it from being void, but leaves users with no practical remedy."
  },
  {
    "id": "saas_autorenewal_reasonable",
    "doc_type": "saas_tos",
    "clause_type": "auto_renewal",
    "severity_baseline": "low",
    "text": "This subscription shall automatically renew for successive twelve (12) month periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. Provider shall send Customer a renewal reminder email no fewer than sixty (60) days and no more than ninety (90) days before each renewal date.",
    "notes": "Standard auto-renewal with reasonable cancellation window AND a proactive reminder requirement."
  },
  {
    "id": "saas_autorenewal_7day_high",
    "doc_type": "saas_tos",
    "clause_type": "auto_renewal",
    "severity_baseline": "high",
    "text": "Your subscription automatically renews annually at the then-current price. You must cancel at least 7 days before renewal to avoid being charged for the next annual period. No refunds are provided for the renewed period once charged.",
    "notes": "7-day cancellation window before annual charge is inadequate for consumers to realistically act. Many US states (e.g., California ARL) require 'clear and conspicuous' disclosure and broader opt-out windows for auto-renewing contracts."
  },
  {
    "id": "saas_data_minimal",
    "doc_type": "saas_tos",
    "clause_type": "data_collection",
    "severity_baseline": "low",
    "text": "Provider collects only the data necessary to provide and improve the Service: account information, usage analytics that do not include the content of Customer data, and billing information. Provider does not sell Customer data and does not share Customer data with third parties except (i) processors under written contract bound by equivalent confidentiality and security obligations, or (ii) as required by valid legal process.",
    "notes": "Purpose-limited collection, no sale, sub-processor controls, narrow legal-process carve-out."
  },
  {
    "id": "saas_data_selling_critical",
    "doc_type": "saas_tos",
    "clause_type": "data_collection",
    "severity_baseline": "critical",
    "text": "By using our Service, you grant us a perpetual, worldwide license to use, analyze, share, and sell your data, including usage patterns and content you submit, for any purpose including advertising and third-party partnerships. We may share this data with our affiliates and business partners.",
    "notes": "Explicit data sale and perpetual license to content. Violates CCPA (without opt-out mechanism), GDPR (no lawful basis specified), and FTC data protection principles. Extremely unfavorable."
  },
  {
    "id": "saas_termination_immediate_high",
    "doc_type": "saas_tos",
    "clause_type": "termination",
    "severity_baseline": "high",
    "text": "Provider may terminate or suspend your access to the Service immediately, without prior notice or liability, for any reason, including without limitation if Provider believes you have violated these Terms. Upon termination, your right to use the Service will immediately cease.",
    "notes": "Unilateral immediate termination with no notice, no cure period, and no liability. No refund provision shown. Creates significant business continuity risk if you depend on the service."
  },

  {
    "id": "priv_data_disclosed",
    "doc_type": "privacy_policy",
    "clause_type": "data_collection",
    "severity_baseline": "medium",
    "text": "We collect personal information you provide directly, including name, email, and account credentials. We also automatically collect technical information such as IP address, browser type, device identifiers, and pages visited. We use this information to provide the service, prevent fraud, and improve our offerings. We retain personal information for as long as your account is active and for up to twenty-four (24) months thereafter unless a longer period is required by law.",
    "notes": "Enumerated categories, stated purposes, defined retention period. GDPR-style transparency."
  },
  {
    "id": "priv_biometric_high",
    "doc_type": "privacy_policy",
    "clause_type": "data_collection",
    "severity_baseline": "high",
    "text": "We may collect biometric identifiers including facial recognition data and voice prints to enable authentication and personalization features. By using these features you consent to collection, storage, and use of your biometric data for as long as your account remains active.",
    "notes": "Biometric data is highly sensitive. Illinois BIPA requires written consent, retention schedule, and destruction policy. Texas CUBI and Washington My Health MY Data Act impose similar requirements. 'By using these features' is insufficient consent mechanism under BIPA."
  },
  {
    "id": "priv_governing_law",
    "doc_type": "privacy_policy",
    "clause_type": "governing_law",
    "severity_baseline": "low",
    "text": "This policy is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. Residents of the European Economic Area, the United Kingdom, and California have additional rights under applicable local privacy law, which are described in the regional addenda to this policy.",
    "notes": "Single governing law but explicit recognition of overriding statutory rights for protected jurisdictions."
  },
  {
    "id": "priv_termination_userrights",
    "doc_type": "privacy_policy",
    "clause_type": "termination",
    "severity_baseline": "low",
    "text": "You may close your account at any time through the account settings page. Upon account closure, we will delete or anonymize your personal information within ninety (90) days, except where retention is required for legal, accounting, tax, or fraud-prevention purposes, in which case the data will be isolated and used only for those purposes.",
    "notes": "Clear deletion cadence with bounded retention exceptions."
  },

  {
    "id": "rent_payment_standard",
    "doc_type": "rental",
    "clause_type": "payment",
    "severity_baseline": "low",
    "text": "Rent in the amount of [$X] is due on the first day of each calendar month. Rent received after the fifth (5th) of the month shall be subject to a late fee equal to the lesser of five percent (5%) of the monthly rent or the maximum amount permitted by applicable law. Tenant shall not be charged a late fee if non-payment is the result of Landlord's failure to provide an agreed-upon payment method.",
    "notes": "Grace period, capped late fee, fairness carve-out. Compliant with most US state tenant-protection statutes."
  },
  {
    "id": "rent_termination_notice",
    "doc_type": "rental",
    "clause_type": "termination",
    "severity_baseline": "low",
    "text": "Either party may terminate this month-to-month tenancy by providing the other party with at least thirty (30) days' written notice prior to the end of a rental period. For tenancies of more than one year, the notice period shall be sixty (60) days. Termination by Landlord must comply with all applicable just-cause and notice requirements under state and local law.",
    "notes": "Reciprocal notice, statutory just-cause referenced."
  },
  {
    "id": "rent_earlyterm_penalty_high",
    "doc_type": "rental",
    "clause_type": "termination",
    "severity_baseline": "high",
    "text": "If Tenant vacates the premises before the end of the lease term, Tenant shall pay a penalty equal to three (3) months' rent in addition to all remaining rent owed through the lease term, regardless of whether Landlord is able to re-let the premises.",
    "notes": "Double-recovery clause: penalty PLUS remaining rent even if landlord re-lets. Most states require landlords to mitigate damages by re-letting; this clause attempts to waive that duty. Likely unenforceable in tenant-protective jurisdictions."
  },
  {
    "id": "rent_maintenance_tenant_high",
    "doc_type": "rental",
    "clause_type": "liability",
    "severity_baseline": "high",
    "text": "Tenant agrees to be solely responsible for all maintenance, repairs, and upkeep of the premises, including structural repairs, plumbing, electrical systems, and appliances, at Tenant's sole cost and expense.",
    "notes": "Shifts all landlord maintenance obligations to tenant. Violates implied warranty of habitability in virtually all US jurisdictions. Courts routinely void clauses that waive the landlord's duty to maintain habitable conditions."
  },
  {
    "id": "rent_liability_repair",
    "doc_type": "rental",
    "clause_type": "liability",
    "severity_baseline": "medium",
    "text": "Tenant shall be responsible for damage to the premises caused by Tenant's negligence or intentional misconduct. Tenant shall not be responsible for damage caused by ordinary wear and tear, defects in the premises existing at move-in, or the negligence of Landlord or third parties. Landlord shall maintain the premises in habitable condition and shall make all repairs required by applicable housing codes within a reasonable time after notice.",
    "notes": "Liability tracks fault, habitability obligation explicitly preserved."
  },

  {
    "id": "vendor_indemnity_mutual",
    "doc_type": "vendor",
    "clause_type": "indemnification",
    "severity_baseline": "medium",
    "text": "Each party (the 'Indemnifying Party') shall defend, indemnify, and hold harmless the other party from and against any third-party claims arising out of (i) the Indemnifying Party's breach of its representations or warranties, (ii) its violation of applicable law, or (iii) its gross negligence or willful misconduct, provided the indemnified party gives prompt notice, reasonable cooperation, and sole control of the defense to the Indemnifying Party.",
    "notes": "Mutual indemnity bounded by fault, with standard procedural conditions."
  },
  {
    "id": "vendor_indemnity_unlimited_critical",
    "doc_type": "vendor",
    "clause_type": "indemnification",
    "severity_baseline": "critical",
    "text": "Contractor shall defend, indemnify, and hold harmless Client, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, and expenses (including attorneys' fees) arising out of or related to Contractor's performance under this Agreement, without limitation.",
    "notes": "One-sided unlimited indemnification with no fault requirement and no liability cap. 'Without limitation' removes any proportionality. A single large lawsuit against the client could bankrupt a small contractor."
  },
  {
    "id": "vendor_liability_capped",
    "doc_type": "vendor",
    "clause_type": "liability",
    "severity_baseline": "medium",
    "text": "Except for breach of confidentiality, indemnification obligations, and a party's willful misconduct, each party's aggregate liability arising out of or relating to this Agreement shall not exceed the greater of (a) fees paid or payable in the twelve (12) months preceding the event giving rise to the claim, or (b) fifty thousand US dollars (US$50,000). In no event shall either party be liable for indirect, incidental, or consequential damages.",
    "notes": "Floor under the cap so it doesn't go to zero on small accounts; carve-outs preserved."
  },
  {
    "id": "vendor_ip_grab_critical",
    "doc_type": "vendor",
    "clause_type": "ip_assignment",
    "severity_baseline": "critical",
    "text": "Client shall own all right, title, and interest in all work product, inventions, and intellectual property created by Vendor in connection with this Agreement, as well as any improvements to Vendor's pre-existing intellectual property made during the engagement. Vendor hereby assigns all such rights to Client.",
    "notes": "Purports to grab improvements to Vendor's pre-existing IP. This effectively lets the client strip core product IP from the vendor. Courts sometimes refuse to enforce this as lacking consideration, but it creates substantial legal risk."
  },
  {
    "id": "vendor_warranty_services",
    "doc_type": "vendor",
    "clause_type": "warranty",
    "severity_baseline": "low",
    "text": "Vendor warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. If services fail to conform to this warranty and Customer notifies Vendor in writing within thirty (30) days of performance, Vendor shall re-perform the non-conforming services at no additional charge.",
    "notes": "Reasonable performance warranty with a defined remedy."
  },
  {
    "id": "vendor_warranty_none_high",
    "doc_type": "vendor",
    "clause_type": "warranty",
    "severity_baseline": "high",
    "text": "THE SERVICES ARE PROVIDED 'AS IS' WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. VENDOR MAKES NO WARRANTIES REGARDING FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR NON-INFRINGEMENT. VENDOR DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED.",
    "notes": "Complete warranty disclaimer. Common in software but unusual for professional services engagements. Leaves client with no contractual basis to demand correction of defects."
  },
  {
    "id": "vendor_payment_terms",
    "doc_type": "vendor",
    "clause_type": "payment",
    "severity_baseline": "low",
    "text": "Customer shall pay each undisputed invoice within forty-five (45) days of receipt. Customer may withhold any amount in good-faith dispute, provided Customer notifies Vendor of the dispute within thirty (30) days of the invoice date and pays the undisputed portion on time. Late payments accrue interest at the lesser of one percent (1%) per month or the maximum rate allowed by law.",
    "notes": "Reasonable cadence, fair dispute mechanism, capped interest."
  },
  {
    "id": "vendor_payment_upfront_high",
    "doc_type": "vendor",
    "clause_type": "payment",
    "severity_baseline": "high",
    "text": "Client shall pay the entire project fee upon execution of this Agreement. No refunds shall be made under any circumstances, including in the event of termination by either party or Vendor's failure to deliver.",
    "notes": "Full upfront payment with no refund even for vendor non-delivery. Creates significant risk of losing entire investment. Courts may find this unconscionable in cases of total non-performance."
  },

  {
    "id": "nda_standard_mutual",
    "doc_type": "nda",
    "clause_type": "confidentiality",
    "severity_baseline": "low",
    "text": "Each party agrees to hold in confidence the other party's non-public proprietary information for a period of three (3) years following disclosure. Each party may disclose such information only to employees and advisors with a need to know, bound by obligations at least as protective as those herein. Neither party is obligated to keep confidential information that is or becomes publicly known, independently developed, or received from a third party without restriction.",
    "notes": "Balanced mutual NDA. Three-year tail is standard. Standard exclusions included."
  },
  {
    "id": "nda_unilateral_perpetual_high",
    "doc_type": "nda",
    "clause_type": "confidentiality",
    "severity_baseline": "high",
    "text": "Receiving Party agrees to hold in confidence all Confidential Information of Disclosing Party in perpetuity and shall never, directly or indirectly, disclose, copy, distribute, republish, or allow any third party access to any Confidential Information.",
    "notes": "Perpetual, one-sided obligation with absolute prohibition including indirect disclosure. Perpetual NDAs are disfavored by courts and often construed as trade-secret-only after a reasonable period."
  },
  {
    "id": "nda_overbroad_definition_high",
    "doc_type": "nda",
    "clause_type": "confidentiality",
    "severity_baseline": "high",
    "text": "Confidential Information means any and all information, in any form, disclosed by Disclosing Party to Receiving Party, whether or not marked as confidential, including but not limited to financial data, business plans, technical specifications, customer lists, and oral communications. All information shared during the course of discussions shall be deemed Confidential Information.",
    "notes": "Defining everything as confidential by default — including unmarked oral communications — makes compliance essentially impossible and may be used aggressively to silence the other party on benign matters."
  },
  {
    "id": "nda_penalty_no_harm_critical",
    "doc_type": "nda",
    "clause_type": "liability",
    "severity_baseline": "critical",
    "text": "Any breach of this Agreement shall entitle Disclosing Party to liquidated damages of $500,000 per violation, which the parties acknowledge is a reasonable estimate of damages given the difficulty of calculating actual harm. This amount is payable without proof of actual damages.",
    "notes": "$500K per violation without proof of harm. Courts assess liquidated damages clauses for proportionality at the time of signing. If the amount is disproportionate to foreseeable harm, courts may void as a penalty clause."
  },

  {
    "id": "emp_nonsolicit_reasonable",
    "doc_type": "employment",
    "clause_type": "non_compete",
    "severity_baseline": "low",
    "text": "For twelve (12) months following termination, Employee shall not directly solicit any employee with whom Employee had direct working contact during the final six months of employment to leave Company's employ. This restriction does not prohibit general job postings or the use of professional networking sites.",
    "notes": "Narrow non-solicitation limited to direct working contacts, time-limited, carve-outs for general recruiting. Broadly enforceable."
  },
  {
    "id": "emp_nonsolicit_broad_high",
    "doc_type": "employment",
    "clause_type": "non_compete",
    "severity_baseline": "high",
    "text": "For three (3) years following termination, Employee shall not directly or indirectly recruit, solicit, or hire any employee or contractor of Company, or encourage any employee or contractor to leave Company's service, regardless of whether Employee initiated contact.",
    "notes": "Three-year blanket ban on any contact that could be construed as recruiting, including passive LinkedIn connections. Overbroad and difficult to comply with in practice."
  }
]