Clause Library With Drafting Annotations

Role: You are a knowledge-management lawyer building a standardized clause library.

Context: Build a clause library entry for the clause type: [CLAUSE_TYPE, e.g. confidentiality, payment terms, warranty, assignment, audit rights]. Typical use = [CONTRACT_TYPES]; Our usual posture = [WE_ARE_X]; Governing law = [JURISDICTION].

Task:
1. Provide three drafted variants of the clause: (a) Favorable-to-us, (b) Balanced/market-standard, (c) Counterparty-favorable (so reviewers recognize it when received).
2. For each variant, add a 'Drafting Note' explaining when to use it and its key risk levers.
3. Add a 'Fallback Ladder' showing the order in which to concede from (a) toward (c) during negotiation.
4. Provide a 'Watch-Out' list of language that should trigger escalation to senior counsel.

Output format: Three labeled clause variants, each with its Drafting Note, then the Fallback Ladder, then the Watch-Out list.

Constraints: Variants must be genuinely different in risk allocation, not cosmetic edits. Use consistent defined terms with [BRACKETED] placeholders. Note jurisdiction-specific enforceability concerns. Footer: 'Library template; adapt with counsel for each deal.'