What is an overlord clause

Legal analysis: Overlord clauses mainly refer to unequal standard contracts unilaterally formulated by some business operators to evade legal obligations and reduce their own responsibilities. It is mainly the clause stipulated by the producer or operator in the standard contract, which violates the basic principles of civil law such as fairness and good faith and damages the counterparty of the standard contract.

Legal basis: Article 500 of the Civil Code of the People's Republic of China If a party causes losses to the other party under any of the following circumstances in the process of concluding a contract, it shall be liable for compensation:

1) Conducting negotiations in bad faith under the pretext of concluding a contract;

2) Deliberately concealing important facts related to the conclusion of a contract or providing false information;

3) Other conduct that violates the principle of good faith.

Overlord clause refers to a standard contract clause that exempts or limits its liability, increases the liability of the other party, and excludes the main rights of the other party. The Overlord clause is null and void. The standard clauses are invalid if the party providing the standard clauses unreasonably exempts or reduces its liability, increases the liability of the other party, or restricts the main rights of the other party.

Article 497 of the Civil Code Article 497 The standard clause shall be invalid under any of the following circumstances: (1) it has the invalid circumstances provided for in Section 3 of Chapter 6 of Part 1 of this Law and Article 506 of this Law; (2) The party providing the standard clauses unreasonably exempts or reduces its liability, increases the liability of the other party, or restricts the main rights of the other party; (3) The party providing the standard clauses excludes the main rights of the other party.

Overlord clauses refer to the standard clauses in China's civil law, which are pre-drafted by one party in order to facilitate repeated use, and there is no negotiation with the other party at the time of the conclusion of the contract. If a party uses standard clauses to conclude a contract, it shall follow the principle of fairness of the contract, and if the standard clauses exclude the main rights of the other party, increase the obligations of the other party and reduce its own obligations, it will be invalid.

[Legal basis].Civil Code of the People's Republic of China

Article 496 Standard clauses are clauses that are drafted in advance by the parties for the purpose of repeated use and are not negotiated with the other party at the time of conclusion of the contract.

Where standard clauses are used to conclude a contract, the party providing the standard clauses shall follow the principle of fairness to determine the rights and obligations between the parties, and take reasonable measures to remind the other party of the clauses that have a major interest in the other party, such as exempting or reducing its liability, and explain the clauses in accordance with the requirements of the other party. If the party providing the standard clause fails to perform the obligation of reminder or explanation, resulting in the other party not paying attention to or understanding the clause in which it has a material interest, the other party may claim that the clause does not become the content of the contract.