Data
What 510 public contracts leave out
When a business contract lands on your desk, which protections can you assume are in it? We looked at a public dataset of signed commercial contracts to find out how often common clauses actually appear.
The data
CUAD v1 (Contract Understanding Atticus Dataset) from The Atticus Project, released under CC BY 4.0: 510 commercial contracts that US public companies filed with the SEC, grouped into 25 contract types. Law students labelled 41 clause categories in each one, with attorney review (CUAD README, “Labeling Process”).
Method
For every contract and category, we counted the clause as present when the labellers marked any text for it, and absent when they marked none — the rule the CUAD README itself uses. This is a count of labels, not a legal judgment about any clause. The script uses only Python's standard library and produces the same output byte-for-byte on every run. We changed nothing in the labels; the counts are ours.
What was there most often
| Clause | Present | Share |
|---|---|---|
| Governing law | 437 of 510 | 85.7% |
| Anti-assignment | 374 of 510 | 73.3% |
| Cap on liability | 275 of 510 | 53.9% |
| License grant | 255 of 510 | 50.0% |
| Audit rights | 214 of 510 | 42.0% |
Three protections that were often missing
- No liability-cap language in 46.1% — 235 of 510. That does not mean liability was unlimited in those contracts; a separate, narrower category — wording that leaves liability uncapped for particular breaches — appeared in 21.8%.
- No right to leave without cause in 64.1%. Where the right exists, the labels do not say which side holds it.
- No stated warranty period in 85.3%.
Restrictions that were less common than people expect
Non-compete 23.3% · assignment of IP ownership 24.3% · change of control 23.7%. When one of these is in a contract you are sent, it is less standard than it may look.
By contract type
| Type | n | Cap on liability | Uncapped liability | Termination for convenience | IP ownership assignment | Non-compete | Insurance |
|---|---|---|---|---|---|---|---|
| Co-branding agreement | 22 | 86.4% | 54.5% | 13.6% | 31.8% | 54.5% | 4.5% |
| Collaboration agreement | 26 | 53.8% | 19.2% | 34.6% | 34.6% | 30.8% | 30.8% |
| Development agreement | 29 | 62.1% | 34.5% | 55.2% | 55.2% | 44.8% | 37.9% |
| Distribution agreement | 32 | 65.6% | 21.9% | 40.6% | 9.4% | 40.6% | 31.2% |
| Endorsement agreement | 24 | 16.7% | 0.0% | 12.5% | 20.8% | 29.2% | 37.5% |
| Franchise agreement | 15 | 40.0% | 6.7% | 20.0% | 53.3% | 66.7% | 66.7% |
| Hosting agreement | 20 | 75.0% | 45.0% | 45.0% | 30.0% | 20.0% | 15.0% |
| IP agreement | 17 | 35.3% | 0.0% | 23.5% | 88.2% | 5.9% | 5.9% |
| Joint venture agreement | 23 | 4.3% | 0.0% | 4.3% | 13.0% | 17.4% | 17.4% |
| License agreement | 33 | 48.5% | 27.3% | 30.3% | 27.3% | 15.2% | 15.2% |
| Maintenance agreement | 34 | 64.7% | 8.8% | 38.2% | 11.8% | 2.9% | 32.4% |
| Manufacturing agreement | 17 | 52.9% | 41.2% | 17.6% | 17.6% | 5.9% | 58.8% |
| Marketing agreement | 17 | 58.8% | 23.5% | 29.4% | 29.4% | 29.4% | 58.8% |
| Outsourcing agreement | 18 | 66.7% | 16.7% | 61.1% | 16.7% | 0.0% | 61.1% |
| Service agreement | 28 | 39.3% | 14.3% | 53.6% | 21.4% | 10.7% | 14.3% |
| Sponsorship agreement | 31 | 61.3% | 25.8% | 16.1% | 3.2% | 16.1% | 35.5% |
| Strategic alliance agreement | 32 | 50.0% | 18.8% | 56.2% | 18.8% | 25.0% | 28.1% |
| Supply agreement | 18 | 72.2% | 38.9% | 38.9% | 16.7% | 5.6% | 72.2% |
Types with fewer than 15 contracts in the dataset are left out: at that size one contract moves a percentage by 7 points or more.
Limits
- These are contracts between public companies and their partners, filed with the SEC. They are not freelance agreements, leases or job offers, and the CUAD README says the set is “not comprehensive or representative”.
- Absent is not always bad. A missing non-compete or minimum commitment is usually good news for the side that would have been bound by it.
- The labels show whether a clause exists, not whom it favors.
- We did not re-check the labels one by one.
How to read these numbers
The numbers are a reference point, not a rule: if a protection you care about is missing from your contract, that is not unusual — and asking for it is a normal part of negotiating a contract.
Source: CUAD v1, The Atticus Project (Hendrycks et al., 2021), CC BY 4.0 — https://creativecommons.org/licenses/by/4.0/. Counts derived from the published labels; no changes to the underlying data.