Building a Contract Community

Attorney shares decades of experience to help others navigate the complexities of legal agreements

BY NOEL S. BRADY

In a profession increasingly shaped by automation and AI, it’s easy to forget the value of real-world experience—the accumulated nuance that comes from years of drafting, negotiating, and refining effective language. That’s precisely the gap Howard A. Kwon hopes to fill with his new project: Contract Codex.com, a free, searchable repository of contract clauses curated entirely from his own career as a practicing attorney.

After more than three decades in the legal trenches—spanning government posts, private practice, and in-house counsel roles at companies ranging from startups to Fortune 500 firms, Kwon decided to give back to the legal community by sharing his personal library of clauses and commentary. The site, quietly launched earlier this year, is already gaining attention in legal-tech circles among in-house teams and transactional attorneys, particularly in Washington state, where Kwon is licensed.

Unlike many legal template libraries that charge a monthly fee or rely heavily on AI-generated language, Contract Codex is free and built on substance and experience. Every clause in the Codex has been used in an actual deal that Kwon either drafted or negotiated himself. It’s a library of exemplars—not templates—designed to offer lawyers high-quality language rooted in practice, not theory. Whether it’s a clause governing data usage rights in a software license or a nuanced take on mutual indemnification, the value is in the real-world provenance. It’s a massive resource built on Kwon’s own sweat and determination.

Ten years into his legal career, Kwon jumped into the deep end and accepted a position as in-house counsel for a small startup technology firm in major litigation with its much larger and established competitors. He was the firm’s first and only lawyer, Kwon said, so it was on his desk that a crucial comprehensive licensing agreement landed for him to review. It was an “existential agreement for the company,” he said. While he had amassed experience as a senior associate for an IP litigation firm, he had yet to examine such a dense licensing agreement. He tried reaching out to outside counsel with more contract experience, but there was no one to be found at the time.

“I said to myself, ‘You know what? They just hired me as their lawyer. I should be able to do this.’ And so that’s what I did,” said Kwon, who now lives in Florida. “I just cranked through it, and the long story short is we ultimately crafted a great agreement for both parties.”

It was sink or swim, a challenge that meant learning as he went. Along the way, he quickly developed a routine of absorbing the language of agreements and storing away vital nuggets for future reference.

“I started documenting my experiences negotiating contracts, and over that time, fast forward 25 to 30 years, it became a very large database. I actually created two of them,” he said. One database was for general commercial contracts like licensing, sales, and partnership agreements. The other was exclusively for nondisclosure agreements.

“I had to have a separate database for NDAs, because the issues that came up in NDAs were different than the ones that came up in general contracts,” Kwon said. “And the lessons I learned in one were not really translatable to the other. They were basically two different universes.”

After three decades, Kwon had amassed a trove of thousands of contract clauses and exemplars that continued to serve him as a reference while he pursued his career with multiple firms, including serving as general counsel of a high-tech firm based in Bellevue.

When he retired from full-time legal work in 2024, Kwon shifted to new, personally meaningful pursuits, such as serving on the national Board of Directors for the Fulbright Association and the Board of Trustees for the Law School Foundation at his alma mater William & Mary Law School. At the same time, he realized the value of such a massive contract database, and he didn’t want it to go to waste. The only question was how to share it. He considered a book or publishing in the form of a loose-leaf binder as a living document that continues to grow. In the age of cut and paste, however, those didn’t quite serve the purpose he had in mind.

“I wanted people to use it the way I did, as a computer-accessible reference. The obvious solution was a website where you could come in and see it and take whatever you want. Just cut and paste,” he said. “It’s completely free. Anyone can use it.”

Just a few months after its launch in April, Contract Codex already has attracted over 4,000 unique visitors from around the world, with Washington as the third largest source of traffic in the United States.

Lawyers serving clients in tech, biotech, health care, and supply chain industries find the site immediately practical. It includes full sample terms from real agreements (e.g., NDAs, license deals, commercial transactions) with individual clauses organized and tagged by topic. What makes it more than a dumping ground of past work is the careful annotation. Kwon explains why certain language works, when it’s worth pushing back, and what a clause signals to opposing counsel. His newsletter, a companion to the site, further illuminates contract dynamics. A recent article unpacks the strategic function of anti-assignment clauses in M&A deals, highlighting the difference between “assignment” and “change of control” provisions—topics particularly relevant in Washington’s active venture capital ecosystem.

For in-house attorneys, the site offers more than just free content. It’s a look into how a seasoned attorney analyzes contracts. Kwon is candid with his annotations. In his articles, he doesn’t shy away from acknowledging where a clause might raise eyebrows, require further tailoring, or depend on jurisdictional interpretation. His recent commentary on assignment clauses, for instance, warns against overbroad language that might unintentionally trigger third-party consent obligations during an acquisition—an oversight he’s seen more than once in actual transactions.

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What sets Contract Codex apart from other online tools is its commitment to community. Kwon actively encourages other attorneys to submit suggestions, revisions, or their own well-vetted clauses, with the intent to build a dynamic and growing resource. While the site is still in its early stages, its vision is clear: a peer-driven repository where quality language is preserved, explained, and evolved through collaboration.

“Can you imagine if we had more than just me contributing to it? That’s how it grows,” Kwon said. “And then it really becomes a community, an asset that everybody has a stake in … . It’s a dynamic platform that grows with community input. That’s my dream.”

The site also promises value as a continuing education tool. Its popularity has encouraged Kwon to think about offering free webinars and downloadable guides based on his practical approach. Law schools are reaching out to Kwon with interest in using the tool in transactional law courses, he said, including the University of Miami School of Law where he teaches a class on contract drafting and negotiation.

Contract Codex doesn’t try to be everything to everyone. It’s not a contract lifecycle management platform. It won’t draft for you, track signatures, or run compliance alerts. What it does do is provide lawyers with solid starting points. It’s a place to go when you’re staring down the fourth redline of the day and wondering, “Has anyone else solved this problem before?” If Kwon has, it’s probably in there—annotated, polished, and battle-tested.

In a field that often guards knowledge behind billable walls, Contract Codex feels like a welcome act of generosity. Kwon created and operates the site at his own expense. For Washington attorneys navigating increasingly complex and fast-moving transactions, it’s also a rare thing: a place to find not just language, but insight.

And the best part? No login required. “A friend of mine said the site reminds her of the early days of the Internet when you could find quality information for free,” Kwon said.