Eight articles. Each names the clause, the rule, and why. This is the default Quire checks against. Fork it in the app; your playbook becomes the one used on your next contract.
The rule. Liability is capped at 12 months' fees paid, with mutual carve-outs for gross negligence, willful misconduct, IP indemnity, and confidentiality breaches.
Why. Anything uncapped, or capped below twelve months, is a transfer of startup risk to the founder personally. The carve-outs are non-negotiable because a cap that swallows IP indemnity is not a cap.
The rule. Mutual indemnity capped at 2× fees paid in the trailing twelve months, with carve-outs for IP and confidentiality.
Why. One-sided or uncapped indemnity is a common vendor ask; it is never a founder ask. Capping prevents a single contract from ending the company.
The rule. Customer Data retained for 90 days post-termination, extensible to 180 by written request. Deletion certified within 30 days thereafter.
Why. Seven-year retention is a tax-reporting default smuggled into services contracts. Ninety days is the working-recovery window; anything more is breach-surface expansion.
The rule. Workmanlike-manner warranty survives any ALL-CAPS disclaimer. The SLA is explicitly carved out of the disclaimer.
Why. A warranty disclaimer that overrides the SLA hollows out every downstream remedy. The carve-out is a single sentence; ask for it every time.
The rule. Non-renewal notice window of 30 days. Annual term; auto-renewal is acceptable with that window.
Why. 60-day notice windows are a friction tax. 30 days is standard; longer is a retention mechanism disguised as contract hygiene.
The rule. No non-compete on non-executives. Executive non-competes limited to 12 months post-employment and geographically narrow.
Why. California voids non-competes broadly. Other jurisdictions enforce them unevenly. A broad non-compete on a junior hire is an unenforceable chilling effect — remove it rather than fight it later.
The rule. Assignment of inventions limited to those made with Company resources OR related to Company business. Excludes weekend projects unrelated to the Company's actual work.
Why. Broad invention-assignment is standard boilerplate that contradicts California Labor Code §2870. Even outside CA, it is an employee-unfriendly default that should be narrowed on every hire.
The rule. Mutual logo rights at signing; press / case-study rights require written consent each time.
Why. Customers like their vendors to brag; they don't like being surprised in a press release. The one-time consent model balances both.
This is a starting point, not legal advice. Fork it. Write yours.
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