Modern Contract Language
Inaccurate, redundant, or outdated contract language causes problems. Here are some examples and suggested wording.
Certified Specialist in International Business Law Certified Specialist in Commercial & Corporate Law ICC-registered trainer for Incoterms® 2020 Arbitrator (DIS, ICC)
November 14, 2024
Original language
English
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]. |
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