What is a liability cap?
A ceiling on what one side has to pay the other if something goes wrong under the contract, usually tied to the fees paid under it. Without one, exposure can be unlimited.
Read a contract before you sign it
What to read first in any contract, and what the in-browser checker can compare for you today: NDAs and SAFEs, against named public standards. Clauseworthy is not a law firm and does not give legal advice.
Check an NDA or a SAFEClause by clause, in this tab.Draft your own NDAThe Common Paper standard, filled in.
Five things to read first.
A reading list, not a standard: these are the places in most commercial contracts where money and risk move. Only an NDA or a SAFE can be compared with a public standard here.
Money
How much, when, and what happens if it is late. Payment terms of sixty or ninety days are credit you are extending; automatic price increases and minimum commitments live here too.
Liability
Who pays when something goes wrong, and how much. Look for a cap on liability and for the words that move risk: indemnify, unlimited, consequential.
Ownership
Who owns what gets made. A contractor agreement without an assignment clause can leave the work with the contractor.
Getting out
How each side can end it, with how much notice, and what survives. Automatic renewal unless cancelled well in advance is a common trap.
Law and courts
Which state's law applies and where disputes are heard. Courts in the other side's home state are a cost, not a formality.
What the checker compares.
An NDA
Against the Common Paper Mutual NDA, Version 1.0 (CC BY 4.0): what counts as confidential, the exclusions, how long each obligation lasts, and the terms the standard does not contain at all, such as residuals, non-solicitation or liquidated damages.
A SAFE
Against Y Combinator's post-money SAFE (valuation cap, discount and MFN forms, read but not reproduced): the cap and discount it reads, pre- or post-money, MFN and pro rata, and terms the YC form does not contain, such as interest, a maturity date or a board seat.
What this does not do
- It compares wording; it does not judge a deal.
- Only NDAs and SAFEs have a public standard to compare against today.
- Anything with real money or real risk deserves a lawyer's read.
Questions about contract review
Can it read a PDF?
Yes, if the PDF has a text layer: it is read in your browser with pdf.js, and nothing is uploaded. A scanned PDF has no text to read; paste the text instead.