The purpose of this project is to create a comprehensive and accessible legal contracts template
library that provides individuals and businesses with customizable legal documents that can be easily
adapted to their specific needs.
In addition to serving the needs of traditional businesses and individuals, this legal contracts template library will also cater to the emerging needs of Web3 projects and decentralized applications. As the Web3 ecosystem continues to expand and evolve, there is a growing demand for legal contracts and
agreements that are specifically tailored to the unique characteristics of decentralized systems and digital assets. This project aims to provide a range of legal templates that address the specific needs of Web3 projects, including smart contract agreements, token sale agreements, and decentralized autonomous
organization (DAO) agreements. By doing so, this project seeks to support the growth and development of the Web3 ecosystem by providing legal tools that promote clarity, transparency, and compliance.
By offering a range of templates that cover various areas of law, this project aims to simplify the legal contract drafting process, reduce the cost of legal services, and promote legal compliance. The ultimate goal is to empower individuals and businesses to create high-quality legal contracts that protect
their interests and facilitate their transactions, without the need for expensive legal assistance.
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The goal is to produce 3 clauses for every substantive clause we have in a particular template, with the intent to produce 3 version of every agreement, ranging from 'most' restrictive to 'least' restrictive, to be determined on a gradient depending on each clause and its purpose; 2. Students will be expected to perform 2 hours of work minimum every week producing specific alternate clauses as part of the overall agreement, at which point @tenfinney (Scott) and I will finalize which versions work best and create templates using those;
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First, read and analyze the given contract to understand the purpose and context of the assigned clause, as well as the underlying purpose of the clause itself;
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Once you understand the key purpose of the clause, this will be your ‘gradient’ for expanding or restricting the clause. In the example below, the purpose of the clause is to limit liability between the parties, therefore, different versions will limit liability more or less, depending on how permissible it is, with ‘permissive’ meaning limitations to the amount of the underlying agreement ONLY, and with ‘strict’ limiting very little liability;
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Use a format like this to organize your clause versions, it does not have to be in a table like this:
| Permissive (less liabilities) | Moderate (more liabilities) | Strict (all liabilities open) | Differences |
|---|---|---|---|
| Neither party shall be liable for any lost profits or indirect, consequential, incidental or special damages, whether arising in contract, tort or otherwise. [Party B] agrees that [Party A]'s liability under this agreement shall be limited to the total of all the fees paid by [Party B] to [Party A] under the SOW or this agreement. | Neither party shall be liable to the other for any lost profits or for any consequential, incidental, special, or indirect damages of any kind, whether arising in contract, tort, or otherwise, except for liability for any breach of confidentiality or intellectual property rights, or any willful misconduct or gross negligence. The parties agree that contractual liability for any loss, damage, cost, or expense under this agreement shall not exceed the total of all the fees paid by [Party B] under the SOW. | Each party agrees to be held liable and to indemnify the other for any breach of confidentiality or intellectual property rights, or any willful misconduct or gross negligence or for any lost profits or for any consequential, incidental, special, or indirect damages of any kind, whether arising in contract, tort or otherwise, and regardless of whether a party has been notified of the possibility of such damages. | Permissive v. Moderate: This permissive version limits any potential liability ONLY to the total amount of the value of the contract, while moderate allows some tortious liability for breaches of confidentiality, IP, etc. Strict v. Moderate: This strict version opens the parties up to all liabilities from the contract, and does not ‘limit’ liability in any real way to each other. |
| Supervisors | Students | Rate units* | Capped units | Budget |
|---|---|---|---|---|
| Andres Dovale | N/A | $200 | 4 | $800 |
| Scott Stevenson | N/A | $200 | 4 | $800 |
| N/A | Student 1 – quarterly rotation | $25-$35 | 10 | $350 |
| N/A | Student 2 – quarterly rotation | $25-$35 | 10 | $350 |
| N/A | Student 3 – quarterly rotation | $25-$35 | 10 | $350 |
| N/A | Student 4 – quarterly rotation | $25-$35 | 10 | $350 |
| Clinic Management Fee | N/A | $200 | 1 | $200 |
| Total monthly budget | $3,200 |
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- *units can be any metric for time to complete (hours or just a unit to complete the tasks)
| Student name (2nd Qtr 2023) | Min. time units per week | Max. time units per month |
|---|---|---|
| Justin Ho | 2 | 10 |
| Tamara Szulc | 2 | 10 |
| Shaswata Kapat | 2 | 10 |
| Oscar Benavides | 2 | 10 |
| Total monthly student units | 40 |
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- *units can be any metric for time to complete (hours or just a unit to complete the tasks)
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Student should draft the more ‘equal/permissive’ version of the contractual clause first, i.e. the most permissive version, and then either loosen or tighten the clause to expand or restrict its purpose, as the case may be, i.e. in the example above, the ‘all liabilities’ section is easiest to draft first.
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Scott and Andres will meet every Thursday at 12pm EST in the LexDAO discord to finalize a particular clause’s 3 versions, which students are welcome to attend. Andres will also be available for any live meets or discussions on Fridays at 4pm EST during and after Study Group.
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Students are expected to provide their 3 clauses by end of day, the day before the Thursday 12pm EST meeting in LexDAO. Scott and I will review the clauses, and provide feedback, and will be editing and utilizing the language we deem acceptable to implement into the ‘final’ contract clause
versions. -
Students shall track their hours using the LexClinic payment form: pay.lex.clinic
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Remuneration is paid on a monthly basis, based on hours tracked for that month, from the first to the last day of the month.
- Generally speaking, these are the most common categories of clause that most contracts will have, along with their intended purpose:
| Express terms | Implied terms | Conditions | Warranties | Exclusion clauses | Entire agreement clauses | Force majeure clauses | Indemnification clauses | Termination clauses |
|---|---|---|---|---|---|---|---|---|
| These are the specific terms of a contract that the parties have agreed upon and have expressed in writing or orally. Express terms can include things like the price of the goods or services being exchanged, the delivery date, or the scope of work to be performed. | These are terms that are not expressly stated in the contract but are implied by law or by the nature of the transaction. For example, the law may imply a warranty of merchantability or fitness for a particular purpose in a contract for the sale of goods. | A condition is a term that is so important to the contract that its breach would entitle the innocent party to terminate the contract. For example, a condition in a contract for the sale of a house might be that the title to the property is clear. | A warranty is a term that does not go to the heart of the contract, but instead provides an assurance about a particular aspect of the contract. For example, a warranty in a contract for the sale of a car might be that the car has not been in an accident. | These are clauses that attempt to limit or exclude one party's liability for certain types of loss or damage. For example, a contract for the sale of goods might contain an exclusion clause that limits the seller's liability for any consequential damages that might result from a defect in the goods. | These are clauses that attempt to ensure that the contract is the complete and final agreement between the parties, and that any prior agreements or understandings are superseded by the written contract. | These are clauses that excuse a party's performance of the contract if an unforeseen event beyond their control occurs, such as a natural disaster or war. | These are clauses that require one party to compensate the other for any losses or damages that may arise from the contract. For example, a construction contract might contain an indemnification clause requiring the contractor to indemnify the owner for any damages caused by the contractor's negligence. | These are clauses that allow one or both parties to terminate the contract under certain circumstances, such as a breach of the contract by the other party or a failure to perform. |
- Express terms: These are the specific terms of a contract that the parties have agreed upon and have expressed in writing or orally. Express terms can include things like the price of the goods or services being exchanged, the delivery date, or the scope of work to be performed.
- Implied terms: These are terms that are not expressly stated in the contract but are implied by law or by the nature of the transaction. For example, the law may imply a warranty of merchantability or fitness for a particular purpose in a contract for the sale of goods.
- Conditions: A condition is a term that is so important to the contract that its breach would entitle the innocent party to terminate the contract. For example, a condition in a contract for the sale of a house might be that the title to the property is clear.
- Warranties: A warranty is a term that does not go to the heart of the contract, but instead provides an assurance about a particular aspect of the contract. For example, a warranty in a contract for the sale of a car might be that the car has not been in an accident.
- Exclusion clauses: These are clauses that attempt to limit or exclude one party's liability for certain types of loss or damage. For example, a contract for the sale of goods might contain an exclusion clause that limits the seller's liability for any consequential damages that might result from a defect in the goods.
- Entire agreement clauses: These are clauses that attempt to ensure that the contract is the complete and final agreement between the parties, and that any prior agreements or understandings are superseded by the written contract.
- Force majeure clauses: These are clauses that excuse a party's performance of the contract if an unforeseen event beyond their control occurs, such as a natural disaster or war.
- Indemnification clauses: These are clauses that require one party to compensate the other for any losses or damages that may arise from the contract. For example, a construction contract might contain an indemnification clause requiring the contractor to indemnify the owner for any damages caused by the contractor's negligence.
- Termination clauses: These are clauses that allow one or both parties to terminate the contract under certain circumstances, such as a breach of the contract by the other party or a failure to perform.
- It's important to note that this is not an exhaustive list, and different types of contracts may have different types of clauses that are specific to their particular subject matter. Additionally, the legal rules and principles that apply to contractual clauses may vary depending on the jurisdiction and the particular facts of the case.
Use of Chat GPT FAQ - https://chat.openai.com
- Chat GPT is a good resource to use when trying to generate a ‘raw’ product, but it will likely not be enough to produce a refined work product, see FAQ here: https://bityl.co/HLXz;
- Feel free to use it where helpful, but keep in mind its strengths and weaknesses, for example, ChatGPT will not be able to write two clauses that are sufficiently different in the terms you seek unless you explain yourself with sufficient adverbs, so use those liberally;
- ChatGPT is good at explaining what the difference between two clauses IS, but remember it cannot understand what it is reading, and therefore explanation of differences between clauses will still require a human mind to interpret and to error-check.
- You can get ChatGPT to do certain things it’s not technically supposed to by ‘jailbreaking’ it with certain phrases. This will vary wildly in usefulness, but it might come in handy in approaching things a certain way. Here is a bank of these kinds of phrases: https://www.jailbreakchat.com/
LexDAO Law Library - https://bityl.co/HLWl
- We have a small resource library with a wide variety of content available to you for research, should it be helpful. We are always looking for volunteers and paid student librarians to add to the law library’s reviews and content, so feel free to reach out to Andres if interested in engaging with that.
- I have also compiled some third party archives that may be useful to you here:
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What is (and isn’t) a DAO? Why do DAOs matter? How do DAOs fit into web3, crypto, the creator economy, future of work, and many other areas?
Inspired by our NFT Canon earlier this year (and original Crypto Canon), we’ve culled the below list of resources for those seeking to understand, build, and
otherwise get involved with these “decentralized autonomous organizations” which represent the future of community, coordination, work... and much, much
more. If you have suggestions for quality pieces to add, let us know @a16z.
(https://future.a16z.com/dao-canon/) -
Lex_Node CryptoLaw Newsletter (Gabe Shapiro)
https://lexnode.substack.com/archive?sort=top -
For Smart Contract Devs 101 (Erich Dylus)
https://github.com/ErichDylus/Smart-Contract-Resources/blob/master/Build.md -
Lithic Legal Template Library (Cards and Automatic Txns)
https://docs.lithic.com/docs/getting-started