AI Contract Generator
Contract drafting requires balancing legal precision with business objectives. Vespper helps you draft contracts from your clause libraries and prior agreements, with every provision traceable to its source template or negotiated precedent.
1. Contract Formation Requirements
Enforceable contracts must satisfy formation requirements that vary based on subject matter, jurisdiction, and execution method.
UCC Article 2 — Sale of Goods
- Applicability determination for contracts involving goods versus services or mixed transactions
- Battle of the forms rules under UCC Section 2-207 for conflicting terms
- Warranty provisions including express warranties, implied merchantability, and fitness for purpose
Statute of Frauds and Electronic Execution
- Written agreement requirements for goods over $500, real property, and agreements exceeding one year
- ESIGN Act compliance for electronic signatures in interstate commerce
- UETA requirements for state-level electronic transaction validity
- Contracts failing formation requirements are void or voidable, leaving parties without contractual remedies
- Electronic signatures not meeting ESIGN/UETA requirements may be challenged as unenforceable
2. Regulatory Compliance Clauses
Contracts must incorporate provisions addressing regulatory obligations applicable to the parties and transaction.
Data Privacy Provisions
- GDPR Article 28 data processing agreement requirements for controller-processor relationships
- CCPA service provider agreement provisions including sale restrictions and consumer rights support
- Standard Contractual Clauses (SCCs) for cross-border data transfers
Anti-Corruption and Trade Compliance
- FCPA and UK Bribery Act anti-corruption representations, warranties, and audit rights
- Export control compliance addressing EAR and ITAR restricted items
- OFAC sanctions screening obligations and prohibited party representations
- Contracts lacking required data processing provisions expose both parties to regulatory fines
- Missing export control provisions creates strict liability exposure regardless of intent
3. Industry-Specific Standards
Certain industries impose mandatory contract terms that override or supplement general contract law.
Healthcare Contract Requirements
- Anti-Kickback Statute safe harbor compliance for compensation arrangements with referral sources
- Stark Law exceptions for physician self-referral arrangements
- HIPAA Business Associate Agreement requirements for PHI handling
Government and Financial Services
- FAR/DFARS mandatory flow-down clauses for government subcontracts
- Dodd-Frank and SOX compliance provisions for financial institution agreements
- AIA standard form requirements for construction contracts
- Healthcare contracts failing Anti-Kickback or Stark requirements may be void and trigger False Claims Act liability
- Government subcontracts missing FAR/DFARS flow-down clauses risk termination and debarment
4. Risk Allocation Provisions
Effective contracts clearly allocate risk through liability, insurance, and dispute resolution provisions.
Liability and Indemnification
- Indemnification structures with carve-outs for IP infringement, confidentiality breach, and willful misconduct
- Consequential damages exclusions with super-cap exceptions for data breach and IP claims
- Liability caps tied to contract value or fixed amounts with appropriate baskets and thresholds
Dispute Resolution
- Arbitration clause requirements including institutional rules (AAA, JAMS, ICC) and seat selection
- Escalation procedures with negotiation and mediation steps before binding resolution
- Force majeure clause scope addressing pandemic, government action, and supply chain disruption
- Ambiguous indemnification provisions are construed against the drafter, potentially creating unlimited liability
- Force majeure clauses not specifically enumerating pandemic events may not provide protection
5. International Contract Considerations
Cross-border contracts require additional provisions addressing choice of law, enforceability, and international trade frameworks.
Choice of Law and CISG
- Governing law selection considering mandatory local law overrides in counterparty jurisdiction
- CISG applicability analysis and explicit opt-out language for international sale of goods
- Hague Convention compliance for international forum selection enforcement
Multi-Language and Enforcement
- Controlling language designation for contracts executed in multiple languages
- New York Convention compliance for international arbitral award enforcement
- Local law notarization requirements for contract enforceability in foreign jurisdictions
- Failure to opt out of CISG may result in international trade rules materially different from expected domestic law
- Forum selection clauses not complying with Hague Convention may not be enforced internationally
What happens when documentation falls short
- Unenforceability of key provisions due to formation defects or regulatory non-compliance
- Regulatory penalties from contract terms failing to address data privacy or anti-corruption requirements
- Data breach liability from inadequate privacy provisions in vendor agreements
- Contract disputes from ambiguous risk allocation language or undefined terms
- Cross-border enforcement failures from improper choice of law or forum selection
What this means for your team
How Vespper helps with contracts
Clause library integration
Upload your standard clause libraries, prior agreements, and playbooks. Vespper drafts contracts using your preferred language.
Precedent-linked provisions
Every contract provision traces to the clause library entry or prior agreement it was derived from.
Redline review in diff view
Compare counterparty redlines against your preferred positions. Review every change before accepting or proposing alternatives.
Portfolio consistency
Maintain consistent clause usage across your contract portfolio with AI that references your approved language.
Draft your contracts in 3 steps
Upload clause libraries and precedents
Connect your standard clauses, prior agreements, playbooks, and term sheets as source materials.
Generate contract draft
Vespper drafts your contract using approved language from your clause library, with provisions traced to their source.
Review and negotiate
Review the draft, compare redlines in diff view, iterate on counterparty changes, and finalize the agreement.
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