Modern Contract Language
Inaccurate, redundant, or outdated contract language causes problems. Here are some examples and suggested wording.


November 14, 2024
International
Part of the Contract | ❌ Don't Do This | ✅ Do This |
---|---|---|
Front | this Agreement | this agreement |
Front | generic term "client, provider" etc. | "company name" |
Front | the Parties | the parties |
Definitions | shall mean | means |
Declarations | "company name" hereby states | "company name" states that |
Declarations | "company name" represents | "company name" states that |
Declarations | "company name" represents and warrants | "company name" states that |
Declarations | "company name" hereby acknowledges | "company name" acknowledges |
Rights | is entitled to | may |
Rights | is authorized to | may |
Rights | is permitted | may |
Rights | is allowed | may |
Rights | reserves the right to | may |
Rights | may but is not required to | may |
Rights | shall have the right to | may |
No Obligations | may refuse | is not required to |
Obligations | will | shall |
Obligations | agrees to | shall |
Prohibitions | shall refrain from | shall not |
Prohibitions | must not | shall not |
Prohibitions | may not | shall not |
Prohibitions | is not entitled to | shall not |
Prohibitions | hereby waives the right to | shall not |
Conditions | If "company name" shall receive a [notice] ... | If "company name" receives a [notice], |
Policies | This agreement shall be governed | This agreement is governed |
Policies | This agreement will terminate [date]. | This agreement terminates on [date]. |
Policies | This agreement shall terminate [date]. | This agreement terminates on [date]. |
Current Insights

EU-Russia Sanctions: From the 14th to the 18th Sanctions Package
Recognizing Dynamics – Building Resilience: What Companies Need to Know and Do Now

New Era for Economic Disputes in Germany
Germany introduces Commercial Courts and the court language English. The article provides an initial overview of the new opportunities.

How to Avoid U.S. Tariffs as an International Supplier
This article shows how to avoid tariffs as a supplier by using the appropriate Incoterms 2020 clause in your supply contracts with U.S. buyers.

Open Access to International Business Law
Selected, freely accessible professional literature, decisions, and information on international business law (continuously updated).

Indemnity – How the Supplier Can Reduce Their Liability
The "Indemnity" clause is one of the most important provisions in a commercial contract. However, in practice, it is not applied correctly.