🎯 ClauseGuard User Manual
AI-powered legal compliance system specifically created for Tech Transfer Offices
Covers 27 clause types
What is ClauseGuard?
ClauseGuard is an AI-powered legal compliance system that:
- Reviews contract clauses for unacceptable language
- Rejects problematic clauses (termination, IP grabs, sovereign immunity waivers, etc.)
- Suggests compliant replacement language that protects university interests
- Cites policy sources for every decision
Covers 27 clause types including Termination, Publication/Academic Freedom, Sovereign Immunity, IP Ownership, Indemnification, Non-Compete, Confidentiality, and more.
How to Query ClauseGuard
Step 1: ClauseGuard
- Open browser:
http://localhost:3002 - Login with your credentials
- Select “ClauseGuard” workspace
- You’re ready to query! ✅
Basic Query Format
Simply paste or type the clause you want reviewed into ClauseGuard. You can type in palin English, and ClauseGuard will reply back only based on your Institutes policies:
Response Format
| Field | What It Means |
|---|---|
| VERDICT | UNACCEPTABLE or ACCEPTABLE |
| REASON | Why the clause is rejected/accepted |
| SOURCE | Policy document that supports the decision |
| REPLACEMENT | Compliant alternative language (if rejected) |
Example Queries for ClauseGuard
1. Termination Clauses
"LICENSEE may terminate this AGREEMENT at any time. Termination effective immediately upon notice."Expect: UNACCEPTABLE → 30 to 60-day notice required
"Either party may terminate by giving thirty (30) days written notice."Expect: ACCEPTABLE ✅
2. Publication/Academic Freedom
"Company shall review all publications and delete findings at its sole discretion."Expect: UNACCEPTABLE → 30-60 day review, no deletion rights
3. IP Ownership
"Company shall own all inventions, discoveries, and IP made under this Agreement."Expect: UNACCEPTABLE → Faculty retain ownership
4. Indemnification
"University shall indemnify Company against all claims regardless of cause."Expect: UNACCEPTABLE → Only for gross negligence/willful misconduct
5. Confidentiality Duration
"Confidential Information shall remain confidential in perpetuity."Expect: UNACCEPTABLE → Limit to 3-5 years
Tips for Best Results
✅ DO:
- Paste the exact clause text you’re reviewing
- Include surrounding context if clause references other sections
- Ask follow-up questions like “Why is this unacceptable?”
- Request specific replacements like “Give me a 60-day termination clause”
❌ DON’T:
- Don’t paste entire contracts (break into clauses)
- Don’t ignore the SOURCE citation
- Don’t modify replacement language without checking with legal team
27 Clause Types Covered
| # | Example Clause Type | Keyword Examples |
|---|---|---|
| 1 | Termination | immediate, <30 days, one-sided |
| 2 | Publication/Academic Freedom | approve/delete publications |
| 3 | Sovereign Immunity | waive immunity, consent to jurisdiction |
| 4 | IP Ownership | assign all inventions, work for hire |
| 5 | Indemnification | regardless of cause, sole negligence |
| And 22 more types… | Non-compete, confidentiality, NDA, MTA, License, etc. |
