What Is the Contract Codex?
“Do you have any language that says . . . ?” How many times have you heard that question asked by a colleague who is reviewing a contract? I must admit that I have asked that question myself countless times–so many times in fact that one day I decided to do something about it.
The Contract Codex is a compendium of “exemplars,” which are legal sections, clauses, and terms culled and curated from hundreds of real commercial contracts that I have drafted and reviewed over the past thirty years. These exemplars are not a collection of random, canned clauses, nor were they generated by AI. To the contrary, the types of exemplars that populate this site were personally selected because they offer important tweaks or modifications of commonly used clauses to illustrate available options. These exemplars are intended to provoke thought by the user in responding to existing or proposed terms, as well as to serve as a “confidence backstop” on market terms.
The Contract Codex is neither a contract negotiation playbook nor a contract clause or contract template library, although it can certainly be used to create any of those tools. I like to think of the Contract Codex as a “contract cookbook,” with the exemplars being analogous to “ingredients” for building a contract (along with accompanying “cooking notes” to guide usage). Accordingly, each exemplar serves as a reliable indicator of what is market regarding commonly used contract terms, and instructive as to acceptable and workable modifications or deviations thereof.
For Young Legal Professionals
Practical contract language to build confidence and expertise.
For Solo and Small Firm Practitioners
Comprehensive examples without the need for costly tools.
For Experienced Lawyers
A reliable resource to refine and enhance your practice.
For Business Owners
Clear contract terms for everyday negotiations.
Who Is the Contract Codex For?
Anyone who is interested in contracts can access and use this site. The Contract Codex is a free site, i.e., free of any paywalls or subscription fees. Yes, that’s right–the information contained in this site is available to anyone at no cost.
The Contract Codex is comprised of two main parts: one dedicated to general commercial contracts and the other to non-disclosure agreements (NDAs). While both parts address similar subject matters—such as intellectual property, warranties, and electronic documents—each is distinct, with exemplars carefully selected from the specific type of contract they represent.
The exemplars in the general commercial contracts section are drawn exclusively from commercial agreements, while those in the NDA section are sourced solely from non-disclosure agreements. Combining them into a single section would risk overlooking critical distinctions between these two contract types.
For example, the term “affiliates” in a general commercial contract often focuses on limiting the parties bound by the agreement, whereas in NDAs, it pertains to the parties with whom confidential information may be shared—two very different considerations that require careful attention.
This structure ensures that users can access contract language tailored to the specific context they need, offering clarity and confidence in their contract drafting and negotiation efforts.
Contract Codex: Two Main Parts
How to Use the Contract Codex?
1. Navigate with Ease
Start with the Table of Contents for Commercial Contracts or NDAs to find the contract category you need. Each heading is a direct link to its page.
2. Explore Curated Exemplars
Each exemplar is highlighted for clarity and accompanied by brief context notes for guidance. Click on the copy button next to each exemplar to copy it to your clipboard.
3. Effortless Search
Use the built-in search function to quickly find the exact contract language you need.
4. Built for Efficiency
Each section is structured to help you find and use contract language faster.
5. Copy and Use Freely
All content is provided without copyright restrictions—copy, paste, and use as needed.
Need more detailed guidance? Scroll down for step-by-step instructions on how to use the platform!
To access the exemplars, start with the Table of Contents (General Commercial Contracts or NDAs) in each main part to find the correct subject-matter category (e.g. the section entitled “Assignment of Contracts”). Each heading in the Tables is a hyper-link to the corresponding subject-matter page, so just click on the heading/hyperlink to access that information.
Once in a subject-matter page, you will find that each exemplar is presented in highlighted boxes (which by the way are readable by text-to-speech screen readers for visually impaired users). Although brief notes and comments frequently accompany the exemplars, they are added primarily for context, organization, and background only. The exemplars are the stars of this platform, and I prefer to allow them to speak for themselves.
To facilitate use:
-
Each exemplar has been assigned a unique identification number for ease of reference (e.g., if you wanted to cite to it in a comment in the Community Page).
-
Any language in an exemplar of particular or relative importance have been underscored to help it stand apart from the rest of the text (but no highlighting is provided where the entire example is important and relevant).
To illustrate, here are some actual exemplars from the section entitled “Set-Off Rights”):
Exemplar C66-1:
In addition to any right of setoff or recoupment provided by law, all amounts due to Forwarder will be considered net of indebtedness of Forwarder. Supplier will have the right to set off against or to recoup from any payment or other obligation owed to Forwarder, in whole or in part, any amounts due to Supplier from Forwarder or any providers, carriers, and subcontractors that Forwarder procured to perform the Services. Supplier will provide Forwarder with a statement describing any offset or recoupment taken by Supplier.
Copy
Exemplar C66-2:
In addition to any right of set-off provided by law, all amounts due or to become due to the Supplier from the Company shall be considered net of indebtedness of the Supplier (and/or the Supplier’s affiliates) to the Company (and/or the Company’s affiliates), and the Company may deduct or set-off at any time any such indebtedness from any amounts due or to become due to the Supplier (and/or the Supplier’s affiliates) from the Company (and/or the Company’s affiliates).
Copy
As confirmed by this site’s Legal Notice section, any copyright to text contained within a shaded exemplar textbox is disclaimed and such text is provided without copyright and without any conditions or restrictions to the extent permitted by law. What that means, and in keeping with the purpose of this site, is that you are free (indeed encouraged) to copy any textbox text and paste it directly (the Keep-Text-Only paste option is recommended to clear highlighting and underscoring) into the agreement, NDA, or other document that you are reviewing and/or negotiating.
-
This is not a training or educational site, although my hope is that you may learn something by using it. There are no tips, checklists, or strategies on how to negotiate contracts here. Many other sites exist that contain such information and give such advice about best practices in negotiating contracts. To be sure, this site is not designed or intended to instruct you on how to review or negotiate contracts. This site is strictly a resource of information to enhance your ability to review and negotiate contract terms effectively and efficiently, and most importantly, confidently.
Please do not interpret anything in these pages as constituting or giving any legal advice, or establishing an attorney-client relationship. When discussing different types of contractual issues, different available options are presented, but there are no recommendations regarding the use of them in general or which of them to use in particular, or at all.
Final Thoughts from the Editor
This site is and will always be a work in progress, a dynamic document that must be updated on a continual basis in order to remain relevant and useful. In fact, it will always be in a continuous state of improvement and will never be completely finished, and therefore will need the help of its users to grow and improve. That said, the focus for the Contract Codex is on quality, not quantity.
All comments are welcome, and in particular, comments on the contract exemplars that form the core of this platform. Have you encountered similar exemplar? Add them. Have you approached sample terms in a different and better way? Tell us how by contributing to the Community Page.
Good luck!
Howard Kwon
Editor-in-Chief
Contract Codex