The bundled wording is a starting point for two-party business agreements. The September 2026 update makes specific drafting improvements; it is not a lawyer's opinion or certification that any generated document is valid, complete or enforceable. A governing-law selection cannot override mandatory laws applying to a party, activity, worker, consumer or place of performance.
uk selects England and Wales by default, with Scotland and Northern Ireland available. These are distinct legal systems. The same commercial pack is used; choosing Scotland does not rewrite the document for Scots execution rules or terminology.
us requires one of the fifty states or District of Columbia and rejects a conflicting governing law. It uses state courts and federal courts where federal subject-matter jurisdiction exists. An explicit venue replaces that wording. A federal DTSA immunity notice is appended to current packs. State-specific employment, restrictive covenant, privacy, interest, consumer and contract rules are not comprehensively modelled.
singapore selects Singapore law. UK-specific third-party-rights references and a fixed UK-style interest formula are not inserted into Singapore contracts. The generic data-processing provision is a prerequisite to a separate schedule, not a completed PDPA agreement.
global requires an explicit governing law and court venue. It is a cross-border drafting mode, not a universal legal system or enforceability guarantee. International transfers, service abroad, recognition of judgments, sanctions, tax and local mandatory rules require transaction-specific review. Arbitration requires a separately drafted clause, not the court-venue flag.
The choice of profile does not migrate old clause packs. Historical wording remains at its recorded version; it must be deliberately reviewed when duplicating or renegotiating a contract.
- Liability caps cover fees paid or payable and preserve mandatory liabilities, including fraud and negligence causing death or personal injury. A cap may still be unreasonable or unsuitable; review insurance, exposure and any separate IP, security or confidentiality cap.
- IP provisions distinguish final deliverables from background IP and third-party assets, tie transfer to payment, require personnel rights and support further documentation. Shared ownership requires a separate schedule. Local signed-writing formalities and moral rights still need attention.
- Confidentiality includes ordinary exclusions, trade-secret survival, protected reporting and regulator/legal-adviser disclosures. The US notice is based on 18 USC 1833(b), whose employee definition includes qualifying contractors and consultants.
- NCNDA protection is tied to recorded contacts and a specified opportunity, an agreed role or fee, and a limited period. It permits independent business. Optional non-solicitation and non-circumvention clauses in other packs still need particular local review; enabling one does not establish a lawful restraint. No implied introducer fee or authorisation for regulated activity is created.
- Email notice provisions use acknowledged receipt and a delivery fallback; they do not govern service of court proceedings. Signature provisions preserve applicable formalities and signatory authority.
- Services packs require a separate processing schedule before processing personal data for the other party. AI use of the other party's confidential information needs written authorisation and agreed controls. These provisions do not replace the required schedule, security assessment or transfer mechanism.
- Technology acceptance is assessed against agreed criteria; silence alone does not constitute acceptance. Design scope needs a revision allowance, delivery formats and asset licences. An MSA or startup pack needs project SOWs. A SOW must identify its parent MSA and any intended deviations expressly.
- The loan pack does not supply consumer-credit, moneylending or financial-services permissions, disclosures or prescribed documents. Review borrower status, interest, security, local licensing, acceleration, set-off and recovery costs before use. A regulatory-scope clause does not cure a regulated loan.
Sources were consulted on 10 September 2026. They support the identified drafting issue; they are not a full survey of current law. Check the current legislation and commencement provisions for the transaction date.
| Source | Relevant issue |
|---|---|
| UK Unfair Contract Terms Act 1977, section 2 | Negligence exclusions and the statutory reasonableness boundary. |
| UK Copyright, Designs and Patents Act 1988, sections 90–91 | Signed-writing requirements for copyright assignment; future rights need appropriate treatment. |
| UK late commercial payments guidance | Statutory interest depends on applicable law and transaction circumstances. |
| ICO: what processor contracts need to include | Article 28 processing particulars, instructions, security, subprocessors, assistance and audit requirements. Guidance is under review following the Data (Use and Access) Act 2025. |
| Singapore Unfair Contract Terms Act | Limits on exclusions and reasonableness requirements. |
| Singapore Electronic Transactions Act 2010 | Electronic records/signatures and excluded matters; electronic form alone is not a complete execution analysis. |
| PDPC guide to data-protection clauses | Organisation and data-intermediary obligations need an appropriate processing agreement. |
| 18 USC 1833(b) | Trade-secret reporting immunity, retaliation proceedings and employer notice to employees, including qualifying consultants and contractors. |
Confirm parties, authority, purpose, scope, fees, payment events, dates, deliverables, background IP, data flows, liability and dispute resolution. Resolve the document's placeholders and all referenced schedules. A clean render only checks unresolved variable tokens; it does not verify those commercial facts. Manually changing status or recording a name is not evidence of consent.
Use a suitable signing process and retain the executed document with its evidence. This tool does not provide identity checks, witness workflows, deeds, notarisation, regulated-document forms, multi-party execution or cryptographic signatures. Saved pack versions protect source wording from silent pack upgrades; they do not make later renders identical to an earlier signed PDF.