Desk notes
What we’re seeing on the contract desk this month.
Short, practical notes from US and cross-border commercial negotiations — what’s changing, which positions we take and why, and what it means for your next contract. Three to five minutes each. No legal theory.
Why we built itWhy we built a desk instead of a law firmWhy Engross is a flat-fee contract desk backed by a law firm rather than another firm or another tool.Seen on the deskSeen on the US desk: the $100 liability capA vendor paper with a $100 liability cap: what it signals, and what to do with it.Position of the weekPosition of the week: why twelve months, and not threeWhy a twelve-month fee cap is the default liability position on the Engross playbook, and when we move off it.What changedWhat changed: AI clauses are now standard in enterprise DPAsEnterprise DPAs now routinely include AI-use restrictions; what the clauses say, and how a SaaS vendor should answer them.Seen on the deskSeen on the US desk: residuals are back in vendor paperThe residuals clause in NDAs: what it permits, why it is reappearing in large-vendor templates, and why the Engross position is to delete it.ToolTool: the redline checklist, on one pageA one-page redline checklist for B2B software contracts, derived from the Engross guide.Position of the weekPosition of the week: sub-processor notice, thirty daysThe Engross playbook position on sub-processor changes in DPAs: general authorisation, thirty days’ notice, objection with termination as the remedy.Guide updatedGuide updated: the DPA guide now covers the UK addendum in detailThe Engross DPA guide has been updated with a section on UK transfers, the IDTA and the UK Addendum.Your contractHave one like these on your desk?Twenty minutes with the attorney. Marked up, explained, no pitch.Book a contract call →
General information, not legal advice. This page describes how US and cross-border commercial contracts commonly work; it is not advice on your situation and does not create an attorney–client relationship. For advice on a specific contract, speak to a lawyer qualified in the relevant jurisdiction.
Next step
Have a contract like the ones in these notes?
Send it over. Twenty minutes, marked up, explained.