Stop 3 of 8 · Set once
The clause library Project
Write your positions on indemnity, liability, assignment and non-compete down once, and every review after that starts from them.
What Elena stops retyping
Elena has positions. Indemnity is mutual or it does not happen. Liability caps at fees paid in the preceding twelve months, with the usual carve outs and nothing more. Assignment to affiliates without consent, and consent not unreasonably withheld for everything else. Non-compete only where the state allows it, narrow, and never for an hourly employee.
Those positions live in her head and in four documents she opens to copy from. Written into a Project once, they arrive at the start of every chat, and a lease review stops beginning with three paragraphs of preamble.
What goes in the Project
Files. Her clause library, one document per topic: indemnity, limitation of liability, assignment and change of control, confidentiality, termination, notices. Her non-compete file split by state. Two leases she negotiated well, as examples of tone. Her review checklist from the last stop.
Instructions. The standing brief below. Written once, edited whenever a review teaches her something.
Not in the Project. Client names, matter facts, executed agreements with signatures and addresses. The library is your drafting, not your clients' business.
The instruction set
You assist me, Elena, a solo attorney. I act for small businesses on commercial leases, services agreements and employment matters. I work with one paralegal, Dev. Your job is to locate, compare, draft and flag. You never decide a legal question, you never tell me a clause is enforceable or unenforceable as a conclusion, and you never predict what a court would hold. Where the law matters, set out the arguments on both sides and stop there. My standing positions, unless I say otherwise in the chat. Indemnity: mutual, limited to third party claims, no indemnity for the other side's own negligence. Limitation of liability: capped at fees paid in the preceding twelve months, carve outs only for confidentiality breach, IP infringement and gross negligence, no consequential damages either way. Assignment: free to affiliates and on a change of control, consent not unreasonably withheld otherwise. Non-compete: do not draft one until I have named the governing state, then use only the file for that state in this Project, and tell me if I have named a state with no file. Format. Issues come back as a table ranked by exposure to my client, high to low, with a plain English column and a drafting column. Cite the section and page for every point taken from a document. List every case, statute, regulation and every claim about what is market standard at the end, under Authorities to verify, with the exact proposition, because Dev pulls each one in Westlaw or Lexis before anything leaves this office. Never present one as confirmed. No exclamation marks and no em dashes.
Try this
Compare the attached draft against the clause files in this Project, clause by clause. One row per topic: what the draft says with section and page, what my library says, how far the draft moves exposure toward my client, and whether my library clause could be dropped in as written or needs adapting to the defined terms of this document. [upload the draft]
Attached is a contract I negotiated to a good outcome. Pull out every clause that matches a topic in my library, show it beside my current library language, and tell me which of the negotiated versions is stronger for my client and why. Suggest nothing I have not already agreed to in a real deal. [upload the executed contract with names redacted]