法律合約資料集 Template

interface ContractClauseExample {
  instruction: string;
  input: string;       // The contract clause or section text
  output: string;      // Classification, risk assessment, or extraction result
  metadata: {
    contract_type: "NDA" | "MSA" | "SaaS" | "Employment" | "License" | "Partnership";
    clause_type: string;
    risk_level: "standard" | "favorable" | "unfavorable" | "critical";
    jurisdiction: string;
  };
}

[
  {
    "instruction": "Classify the following contract clause and assess its risk level for the receiving party.",
    "input": "The Receiving Party shall indemnify, defend, and hold harmless the Disclosing Party from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or related to any breach of this Agreement by the Receiving Party, including but not limited to any unauthorized disclosure or use of Confidential Information.",
    "output": "Clause Type: Indemnification\nRisk Level: Standard\n\nAnalysis: This is a standard one-way indemnification clause in an NDA context. The Receiving Party indemnifies the Disclosing Party for breaches of confidentiality obligations. The scope is reasonable — it covers damages arising from breach of the agreement, specifically unauthorized disclosure. The inclusion of attorneys' fees is standard. No unusual or overly broad provisions detected.\n\nRecommendation: Acceptable as-is for standard NDA.",
    "metadata": {
      "contract_type": "NDA",
      "clause_type": "indemnification",
      "risk_level": "standard",
      "jurisdiction": "US-General"
    }
  },
  {
    "instruction": "Identify any concerning provisions in this limitation of liability clause.",
    "input": "IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY. PROVIDER'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS LIMITATION SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.",
    "output": "Clause Type: Limitation of Liability\nRisk Level: Unfavorable (for Customer)\n\nConcerns Identified:\n1. **No carve-outs**: The limitation applies universally with no exceptions for gross negligence, willful misconduct, IP infringement, or confidentiality breaches. Industry standard is to carve out at least IP indemnification and confidentiality obligations.\n2. **Low liability cap**: 12-month trailing fees may be insufficient for enterprise agreements. Consider negotiating 24-month or a fixed dollar floor.\n3. **Failure of essential purpose language**: The final sentence attempts to preserve the limitation even when a remedy fails its essential purpose, which may be unenforceable in some jurisdictions but signals aggressive positioning.\n\nRecommendation: Negotiate carve-outs for IP, confidentiality, and data breach. Consider a higher liability cap or a super-cap for critical obligations.",
    "metadata": {
      "contract_type": "SaaS",
      "clause_type": "limitation-of-liability",
      "risk_level": "unfavorable",
      "jurisdiction": "US-General"
    }
  }
]