backend/app/baselines.json

{
  "liability_cap": {
    "baseline": "Market standard: aggregate liability capped at 12 months of fees paid, with carve-outs only for confidentiality breach, IP infringement and gross negligence. (CUAD 'Cap On Liability' norms.)"
  },
  "auto_renewal": {
    "baseline": "Market standard: auto-renewal with a 30-day non-renewal notice window, or no auto-renewal at all. Notice requirements of 60+ days are buyer-hostile."
  },
  "termination": {
    "baseline": "Market standard: mutual termination for convenience with 30-60 days' notice, plus termination for material breach with a cure period."
  },
  "data_protection": {
    "baseline": "Market standard: security-breach notification within 24-72 hours (GDPR requires regulator notification within 72 hours of awareness)."
  },
  "exclusivity": {
    "baseline": "Market standard: no exclusivity in ordinary supply/services agreements; where present, it is narrowly scoped by product, territory and duration."
  },
  "indemnification": {
    "baseline": "Market standard: mutual indemnities limited to third-party claims arising from breach, negligence or IP infringement — not 'any and all claims'."
  },
  "payment_terms": {
    "baseline": "Market standard: Net 30-45 payment terms; late-payment interest of 1-1.5% per month."
  },
  "sla": {
    "baseline": "Market standard: 99.5-99.9% uptime for SaaS, service credits as primary (not sole) remedy, with termination rights for chronic failure."
  },
  "assignment": {
    "baseline": "Market standard: assignment requires consent, with a mutual carve-out for affiliates and M&A successors."
  },
  "confidentiality": {
    "baseline": "Market standard: confidentiality survives 3-5 years post-termination (indefinitely for trade secrets)."
  }
}