isaacus/contractual-clause-retrieval

Contractual Clause Retrieval 📑

Contractual Clause Retrieval by Isaacus is a challenging legal information retrieval evaluation dataset consisting of 45 unique types of contractual clauses paired with 2 highly representative examples of each, resulting in 90 pairings.

This dataset is intended to stress test the ability of information retrieval, zero-shot classification, and NLI models to identify a broad range of common types of contractual clauses based solely on their definition, without prior examples.

This dataset forms part of the Massive Legal Embeddings Benchmark (MLEB), the largest, most diverse, and most comprehensive benchmark for legal text embedding models.

Structure 🗂️

As per the MTEB information retrieval dataset format, this dataset comprises three splits, default, corpus and queries.

The default split pairs statements (query-id) with clauses (corpus-id), each pair having a score of 1.

The corpus split contains contractual clauses, with the text of such clauses being stored in the text key and their IDs being stored in the _id key. There is also a title column which is deliberately set to an empty string in all cases for compatibility with the mteb library.

The queries split contains statements defining clause types in the format 'This is a contractual provision that ...', with the text of a statement being stored in the text key and its ID being stored in the _id key.

Methodology 🧪

This dataset was constructed by:

1. Coming up with the following 45 contractual clause types and NLI-style statements, which were intended to be as representative of the diverse types of contractual clauses common in commercial transactions while also being specific and distinct enough to avoid capturing substantively overlapping clause types:

   Type	Statement
   Set-off clause	This is a contractual provision that permits a contracting party to deduct liabilities owed to it by the counterparty from liabilities it owes to the counterparty.
   Authority to sign clause	This is a contractual provision that represents or warrants that a contracting party has authority to bind the entity it represents.
   Power of attorney	This is a contractual provision that grants a party a power of attorney to act on behalf of a contracting party.
   Termination for cause clause	This is a contractual provision that allows a contracting party to terminate the contract in the event of a breach or default by the counterparty.
   Good faith clause	This is a contractual provision that obligates a contracting party to act in good faith.
   Payment currency clause	This is a contractual provision that specifies the currency in which payment is to be made.
   Termination for change of control clause	This is a contractual provision that permits a contracting party to terminate the contract in the event of a change in the ownership or control of the counterparty.
   Conditions precedent clause	This is a contractual provision that specifies conditions to be satisfied for obligations or effectiveness to arise.
   Counterparts clause	This is a contractual provision that permits the contract to be executed in separate counterparts.
   Workplace surveillance clause	This is a contractual provision that states that an employer may surveil their employee.
   No improvements clause	This is a contractual provision that restricts a contracting party from making improvements to property.
   Termination for insolvency clause	This is a contractual provision that allows a contracting party to terminate the contract in the event of the bankruptcy or insolvency of the counterparty.
   Exclusivity clause	This is a contractual provision that restricts a contracting party from dealing with other parties apart from the counterparty within a particular scope or territory.
   Termination for force majeure clause	This is a contractual provision that allows a contracting party to terminate the contract in the event of conditions beyond their control.
   Vesting clause	This is a contractual provision that specifies the schedule or conditions under which interests vest.
   Termination for convenience clause	This is a contractual provision that allows a contracting party to terminate the contract for any reason.
   Drag along clause	This is a contractual provision that permits majority holders to require minority holders to sell their interests on the same terms in a sale.
   Cumulative rights clause	This is a contractual provision that specifies rights and remedies are cumulative, not exclusive of those provided by law.
   Lock-up clause	This is a contractual provision that restricts a contracting party from selling or transferring securities for a period after issuance or listing.
   Break fee clause	This is a contractual provision that requires a contracting party to pay the counterparty in the event of failure to complete a transaction.
   Waiver of jury trial clause	This is a contractual provision that waives a contracting party's right to a jury trial.
   Return or destruction of materials clause	This is a contractual provision that requires a contracting party to return or destroy material.
   Disclaimer	This is a contractual provision that disclaims responsibility for warranties, representations, liabilities or obligations.
   Novation clause	This is a contractual provision that permits the substitution of a new party in place of a contracting party.
   Confidentiality clause	This is a contractual provision that restricts the use of information protected by a duty of confidence.
   Injunctive relief clause	This is a contractual provision that entitles a party to seek injunctive relief.
   Moral rights waiver clause	This is a contractual provision that waives a contracting party's moral rights in intellectual property.
   Probation clause	This is a contractual provision that permits an employer to terminate an employee without cause or notice during a probationary period.
   Escalation to senior management clause	This is a contractual provision that permits the escalation of disputes to senior management.
   Limitation of liability for force majeure clause	This is a contractual provision that limits the liability of a contracting party for conditions beyond their control.
   Late payment interest clause	This is a contractual provision that requires the payment of interest on overdue liabilities.
   Choice of venue clause	This is a contractual provision that specifies the jurisdiction in which disputes over the contract should be resolved.
   Clawback clause	This is a contractual provision that entitles a contracting party to recover amounts previously paid to the counterparty.
   No assignment clause	This is a contractual provision that prohibits assignment of rights or obligations.
   Cure period clause	This is a contractual provision that specifies a period during which a breaching contracting party may remedy or cure their breach.
   Penalty clause	This is a contractual provision that imposes a penalty on a contracting party in the event of a failure to perform a contractual obligation.
   Suspension clause	This is a contractual provision that entitles a contracting party to suspend their obligations.
   Obligatory compliance with all applicable laws clause	This is a contractual provision that obligates a contracting party to comply with all relevant laws.
   Further assurances clause	This is a contractual provision that requires a contracting party to take necessary steps or actions to give effect to the contract.
   IP assignment clause	This is a contractual provision that assigns intellectual property rights.
   Tag along clause	This is a contractual provision that entitles minority holders to participate in a sale by majority holders on the same terms.
   Precedence of documents clause	This is a contractual provision that specifies the order of precedence that parts of the contract or other documents take in interpretation of the agreement.
   Bonus clause	This is a contractual provision that provides for the payment of bonuses.
   Right of first refusal clause	This is a contractual provision that entitles a contracting party to match an offer before an interest is transferred.
   Most favored nation clause	This is a contractual provision that requires a contracting party to offer the counterparty goods, services or interests on terms at least as favorable as those granted to anyone else.

2. For each clause type, sourcing two highly representative examples from online clause reference databases, stripping out irrelevant information where that might cause overlap with another clause type.

License 📜

This dataset is licensed under CC BY 4.0 which allows for both non-commercial and commercial use of this dataset as long as appropriate attribution is made to it.

Citation 🔖

If you use this dataset, please cite the Massive Legal Embeddings Benchmark (MLEB):

@misc{butler2025massivelegalembeddingbenchmark,
      title={The Massive Legal Embedding Benchmark (MLEB)}, 
      author={Umar Butler and Abdur-Rahman Butler and Adrian Lucas Malec},
      year={2025},
      eprint={2510.19365},
      archivePrefix={arXiv},
      primaryClass={cs.CL},
      url={https://arxiv.org/abs/2510.19365}, 
}