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Clause Library

A library of clauses and legal text examples that are actually used in real contracts.

A B C D E F G H I J K L M N O P Q R S T U V W X Y Z #
A
Acceleration clause
What is an Acceleration Clause? An acceleration clause is a provision typically included in loan agreements or mortgages that allows the lender to demand the borrower repay the entire loan amount immediately under certain conditions. These conditions are often tied to the breach of contract terms, such as missed payments, loss of collateral value, or bankruptcy. When Should I Use an Acceleration Clause? You should use an acceleration clause in contracts where:
10 example clauses Acceleration of rent
What is Acceleration of Rent? Acceleration of rent is a provision commonly found in lease agreements that allows a landlord to demand the entire remaining balance of rent if a tenant defaults on any part of the lease. This clause is designed to protect landlords from prolonged periods of non-payment or breaches of lease terms. Essentially, once this clause is invoked, the tenant becomes liable for all unpaid rent that would have accrued over the remaining lease term.
11 example clauses Access easement
What is an Access Easement? An Access Easement is a legal right granted to an individual or entity to use a portion of another person’s property for the purpose of ingress and egress. This right allows the holder of the easement to pass through the property to reach another location. The access easement is typically established through a legal document and is often necessary when a property is landlocked or otherwise not directly accessible from a public road.
12 example clauses Accord and satisfaction
What is Accord and Satisfaction? Accord and Satisfaction is a legal concept which is used to resolve a debt or contractual dispute between parties. It involves an agreement (the accord) where the parties agree to settle the dispute under new terms, which differ from the original obligations. Once the agreed terms in the accord are fulfilled, satisfaction is said to have been achieved, effectively releasing the original contractual obligations. When should I use Accord and Satisfaction?
3 example clauses Acknowledgement and acceptance
What is Acknowledgement and Acceptance? Acknowledgement and Acceptance is a legal concept used in contracts to confirm that all parties involved recognize and agree to the terms specified within the agreement. It involves an explicit statement by the parties acknowledging their understanding and consent to all aspects of the contract. When should I use Acknowledgement and Acceptance? You should use Acknowledgement and Acceptance in situations where: You need to ensure all parties have a clear understanding of the contract terms and obligations.
13 example clauses Acts of god
What is an “Act of God”? An “Act of God” refers to natural events that are beyond human control and cannot be predicted or prevented. These events are usually extreme and unforeseen, such as hurricanes, earthquakes, floods, or volcanic eruptions. In legal contexts, an “Act of God” is a defense against liability for damages caused by these events, since they are considered unavoidable and no party can be held responsible for them.
15 example clauses Addendum
What is an Addendum? An addendum is a supplementary document added to the main content of an existing document or contract to include additional terms, information, or stipulations. It is used to modify, clarify, or expand the original agreement without altering the main contents directly. Addenda are meant to ensure that any changes or additional provisions are legally binding and officially part of the original document. When Should I Use an Addendum?
21 example clauses Additional insured
What is Additional Insured? An Additional Insured is a person or entity that is not initially named in an insurance policy but is added to provide them with coverage under the policyholder’s insurance. This designation extends some of the policy’s benefits to the additional party, typically for specific liability-related losses. The additional insured often gains coverage for defense costs, legal fees, and potentially other specified benefits in the event of a claim related to the primary insured’s operations or actions.
18 example clauses Additional provisions
What is an Additional Provision? An additional provision is a clause or section incorporated into a contract that addresses specific issues, obligations, or rights not typically covered in the standard terms and conditions. These provisions are designed to tailor the agreement to the specific needs of the parties involved, thereby ensuring that unique or particularly important aspects of the arrangement are explicitly addressed. When Should I Use Additional Provisions? You should use additional provisions when the standard contract template does not fully address all aspects of the agreement between the parties.
19 example clauses Agreement in principle
What is an Agreement in Principle? An Agreement in Principle (AIP), also known as a Memorandum of Understanding (MoU) or a Letter of Intent (LoI), is a document that outlines the preliminary understanding between parties who intend to enter into a contract or a formal agreement. It serves as a “handshake” that spells out the basic terms and conditions that have been agreed upon before the negotiations for a full contract are finalized.
18 example clauses Agreement null and void
What is an agreement null and void? An “agreement null and void” refers to a contract or portion of a contract that is deemed unenforceable and invalid from the outset, as if it never existed. This typically occurs when an agreement lacks one or more of the essential elements required to form a legally binding contract, such as mutual consent, lawful object, or capacity of parties involved. Additionally, an agreement can be rendered null and void if it involves illegal activities, fraud, or any other factor that contravenes public policy.
18 example clauses AIP bonus
What is an AIP bonus? An AIP bonus, or Annual Incentive Plan bonus, is a type of compensation awarded to employees, typically based on performance metrics achieved during a fiscal year. These bonuses are designed to incentivize and reward employees for reaching specific targets or objectives, aligning personal performance with the organization’s overall goals. When should I use an AIP bonus? You should consider using an AIP bonus in scenarios where you want to:
20 example clauses All other terms unchanged
What is “All Other Terms Unchanged”? “All other terms unchanged” is a phrase commonly used in legal contracts and business agreements to specify that, except for the stated amendments or modifications, all other provisions of the original agreement remain in full force and effect. This clause ensures that any changes to the document do not inadvertently alter other critical aspects of the agreement that the parties did not intend to modify.
10 example clauses Alternative dispute resolution
What is Alternative Dispute Resolution? Alternative Dispute Resolution (ADR) refers to a variety of processes designed to resolve disputes without resorting to litigation. These processes are usually less formal, more flexible, and quicker than traditional court procedures. Common forms of ADR include mediation, arbitration, negotiation, and conciliation. ADR aims to provide a more amicable solution, potentially preserving relationships between the disputing parties. When Should I Use Alternative Dispute Resolution? ADR is suitable in several scenarios, including but not limited to:
9 example clauses Amended and restated agreement
What is an Amended and Restated Agreement? An Amended and Restated Agreement is a legal document that consolidates all the changes made to the original agreement into one single document. It revises, updates, and restates the terms of the original document and its subsequent amendments, effectively creating a new agreement that supersedes prior agreements. When should I use an Amended and Restated Agreement? You should use an Amended and Restated Agreement when:
9 example clauses Amendment
What is an Amendment clause? An Amendment refers to a formal change or addition made to a document or agreement. It modifies the terms or conditions of the original document without entirely replacing it. Amendments are often used in legal, contractual, and policy contexts to update, clarify, or correct existing provisions. When Should I Use an Amendment clause? You should use an Amendment when you need to make changes to an existing document or agreement that all parties consent to.
10 example clauses Amendment fee
What is Amendment Fee? An Amendment Fee is a charge imposed for any modifications or changes requested after a contract has been signed and agreed upon by the parties involved. This includes changes to the terms, conditions, scope, or any other agreed parameters of the contract. The purpose of this fee is to cover the administrative and operational costs that arise from making these changes. When should I use Amendment Fee?
9 example clauses Amendment of bylaws
What is Amendment of Bylaws? An Amendment of Bylaws refers to the process of making changes or revisions to the bylaws of an organization, such as a corporation, nonprofit, or association. Bylaws are the rules governing the internal management of the organization, outlining the structure, roles, and responsibilities of its members and officers. Amendments may be required to update or improve governance procedures, adjust to legal changes, or reflect the evolving needs and objectives of the organization.
10 example clauses Amendment to operating agreement
What is an Amendment to Operating Agreement? An Amendment to Operating Agreement is a formal document used to make changes to the existing operating agreement of a limited liability company (LLC). This document is utilized when the members of an LLC need to modify, add, or remove certain aspects of their original agreement. Amendments are essential for ensuring that the operating agreement reflects the current operations, responsibilities, and membership of the LLC.
10 example clauses Amendment to promissory note
What is an Amendment to Promissory Note? An Amendment to Promissory Note is a legal document that modifies the terms of an existing promissory note. A promissory note itself is a financial instrument that contains a written promise by one party to pay another party a definite sum of money, either on demand or at a specified future date. An amendment alters the original note’s terms, which could include changes in interest rates, payment schedules, or maturity date.
11 example clauses Annual Leave
What is Annual Leave? Annual leave is a paid time off work granted by employers to employees to be used for personal purposes. It is a common benefit in employment contracts, allowing employees to rest and recharge, ensuring they maintain a healthy work-life balance. The amount of annual leave can vary based on factors such as country-specific employment laws, company policies, or the terms of an employment contract. When should I use Annual Leave?
11 example clauses Annual vacation
What is an Annual Vacation? An annual vacation refers to a designated period of time granted to employees for rest and relaxation, typically with pay, as part of their employment benefits. It allows employees to take an extended break from work duties, promoting work-life balance and personal well-being. Annual vacations are often specified as a number of days or weeks per year, accruing over time or granted in full at the start of each employment year.
15 example clauses Assignment
What is an Assignment? An Assignment refers to the transfer of rights, property, or obligations from one party to another. In legal and business contexts, assignments are most commonly seen in contracts, where one party (the assignor) transfers their rights and benefits under the contract to another party (the assignee). Assignments are widely used in various fields, such as real estate, intellectual property, and finance. When should I use an Assignment?
11 example clauses Assumption agreement
What is an Assumption Agreement? An Assumption Agreement is a legal document through which one party transfers its obligations or duties under a contract to another party. Essentially, it outlines the specific responsibilities that the new party agrees to assume, ensuring that original obligations are preserved even as parties change. This agreement is often part of a larger contractual arrangement or transaction, such as the sale of a business or transfer of property.
17 example clauses At will employment
What is At-Will Employment? At-will employment is a legal framework governing the relationship between employers and employees. Under this arrangement, either party can terminate the employment relationship at any time, for any lawful reason, or for no reason at all, without incurring legal liability. This principle emphasizes the flexibility of the employment relationship, allowing both employers and employees to change the terms or conditions of employment as they see fit, without notice.
12 example clauses Audit
What is an Audit clause? An audit is an official inspection and evaluation of an organization’s accounts, financial statements, or compliance with regulations. It is conducted by an independent body—either internal (internal auditors) or external (external auditors)—to ensure accuracy, transparency, and integrity in reporting. Audits can also apply to operational processes, systems, and performance against set benchmarks. When should I use an Audit clause? You should use an audit in several scenarios:
19 example clauses Automatic renewal
What is Automatic Renewal? Automatic renewal, often referred to as “autorew,” is a contractual provision that allows a contract to renew itself automatically at the end of its term, unless one of the parties gives notice to terminate the agreement. This clause is commonly included in subscription services and service agreements to ensure continuity of service without interruption. When should I use Automatic Renewal? Automatic renewal should be used when both parties anticipate a long-term relationship and want to avoid the hassle of manually renewing contracts.
14 example clauses Automatic termination
What is Automatic Termination? Automatic termination is a contractual provision that causes a contract to end upon the occurrence of a predetermined event or condition without further action by either party. This type of termination is typically included to manage risk and ensure that parties can disengage from an agreement efficiently under certain circumstances. Automatic termination can be triggered by various events, such as a breach of contract, bankruptcy, expiration of a fixed term, or a failure to meet specific obligations.
20 example clauses
B
Balloon payment
What is a Balloon Payment? A balloon payment is a large payment that is due at the end of a loan or financing agreement. It is significantly larger than the regular installment payments that are made throughout the term of the loan. Balloon payments are common in loans that have split repayments, where smaller amounts are paid initially, and the bulk of the loan is repaid at the end in one large lump sum.
16 example clauses Baseball arbitration
What is Baseball Arbitration? Baseball arbitration, also known as final-offer arbitration, is a method of resolving disputes in which both parties submit their final offers, and the arbitrator chooses one as the binding resolution. This method encourages both sides to submit reasonable offers because the arbitrator cannot negotiate or split the difference. For a clear baseball arbitration definition, it’s a process designed to ensure quick and fair resolutions, especially in high-stakes negotiations.
9 example clauses Bill and hold
What is Bill and Hold? Bill and hold is a sales arrangement where a seller bills a customer for goods but retains physical possession of the products until a later date. This setup generally arises when a buyer is not ready to take delivery of the goods for various reasons, such as lack of storage space or delays in the production of their product that the goods will be a part of.
20 example clauses Billing and payment terms
What is Billing and Payment Terms? Billing and payment terms are the conditions under which a seller will complete a sale. The agreement usually specifies the period allowed to a customer to pay off the amount due, any cash discount that can be taken for early payment, and any special conditions applying. Simply put, these terms outline when payment is expected and the penalties for late payment. When Should I Use Billing and Payment Terms?
4 example clauses Binding arbitration
What is Binding Arbitration? Binding Arbitration is a method of dispute resolution where an impartial third party, known as the arbitrator, makes a decision to resolve a conflict between two parties. The key feature of binding arbitration is that the decision of the arbitrator is final and legally binding on both parties, with very limited scope for appeal. It is often used as an alternative to going to court. When should I use Binding Arbitration?
13 example clauses Binding effect
What is the Binding Effect? The term “Binding Effect” refers to a contractual clause that ensures the terms and obligations of the contract are enforceable against and benefit the parties involved, as well as their respective heirs, successors, and permitted assigns. It is a foundational element that confirms all parties involved are legally obligated to honor the commitments outlined in the agreement. When Should I Use the Binding Effect? The Binding Effect clause should be used in virtually all contractual agreements to clarify that all parties and their successors are bound by the terms of the contract.
3 example clauses Binding Provisions
What is Binding Provisions? Binding provisions are specific clauses within a contract that legally obligate the parties involved to adhere to certain terms and conditions. These provisions are enforceable by law, meaning that failure to comply can result in legal penalties or requirements to fulfill contractual obligations. Binding provisions ensure that the commitments made in a contract are not merely promises, but are enforceable obligations that protect all parties involved.
18 example clauses Breach of agreement
What is a Breach of Agreement? A breach of agreement occurs when one or more parties involved in a contract fail to fulfill their contractual obligations. This can include not performing on time, failing to perform in accordance with the terms of the agreement, or not performing at all. The breach can be “material,” meaning it significantly impacts the contract’s outcome, or “minor” (also known as a partial breach), which doesn’t substantially affect the contract’s performance.
20 example clauses Breach of confidentiality
What is a Breach of Confidentiality? A breach of confidentiality refers to the unauthorized disclosure or use of sensitive information that was meant to be kept private. This can occur in various settings, including legal, medical, business, and personal relationships, where maintaining privacy is essential. A breach can happen intentionally or accidentally, leading to potential legal consequences and loss of trust. When Should I Use Breach of Confidentiality? Understanding and addressing breaches of confidentiality are crucial in scenarios where:
21 example clauses Break clause
What is a Break Clause? A break clause is a provision in a contract that allows one or both parties to terminate the agreement before the end of its term, without incurring a penalty. It is often found in property leases, but can also appear in various other types of contracts. The clause typically sets out specific conditions and notice periods that must be met in order to exercise the option to terminate early.
7 example clauses Breakup fee
What is a Breakup Fee? A breakup fee, also known as a termination fee, is a predefined amount of money that one party agrees to pay to another if a deal or agreement is terminated under specific conditions. These agreements are commonly found in corporate mergers and acquisitions (M&A). The primary purpose of a breakup fee is to compensate the non-breaching party for the time, effort, and financial resources they invested into negotiating and planning the transaction.
20 example clauses Bring down certificate
What is a Bring Down Certificate? A Bring Down Certificate is a legal document used primarily in business transactions, particularly in mergers and acquisitions (M&A). It serves as a formal statement affirming that certain representations and warranties made in an original agreement remain true and accurate up to a specific point in time, usually until the closing date of the transaction. Essentially, it “brings down” the veracity of previous statements to the present.
8 example clauses Buy back option
What is a Buy Back Option? A buy back option is a provision in a contract that enables the original seller of an asset, which could be real estate, shares, or other types of property, to repurchase the asset under specified conditions. This option is often negotiated in advance and can serve various strategic purposes, such as securing future control over the asset or providing a safety net for the seller.
11 example clauses Buyout
What is a Buyout? A buyout is a financial transaction where a party acquires a controlling interest in a company, either by purchasing the majority of its shares, buying its assets, or acquiring significant portions from current stakeholders. Buyouts can occur for various reasons, including gaining full control of a company’s operations, facilitating a strategic merger, or restructuring the organization. In the context of labor contracts, a buyout may also refer to a situation where an employee or group of employees receives a lump-sum payment in exchange for resigning or retiring early.
11 example clauses Buyout provisions
What is a Buyout Provision? A Buyout Provision is a clause included in some contracts that outlines the conditions under which one party can purchase the interest, shares, or stake of another party involved in a business or property. These provisions are commonly seen in business partnership agreements, shareholder agreements, and real estate contracts. They serve to protect the interests of all parties by providing a clear process for buyouts, thereby preventing potential disputes and ensuring a smooth transition of ownership.
7 example clauses
C
Call right
What is a Call Right? A call right is a contractual provision that gives the holder the ability to purchase an asset, security, or property at a specified price within a certain time frame. This option is typically outlined in an agreement and allows the holder to exercise control over the purchase decision. Call rights are often used in various financial transactions, including options trading and partnership agreements. When should I use a Call Right?
20 example clauses Cancellation of promissory note
What is the cancellation of a promissory note? The cancellation of a promissory note refers to the formal process of nullifying a previously issued promissory note, indicating that the borrower is no longer obligated to repay the debt as originally agreed. This usually occurs when the debt has been fully settled or if both parties mutually agree to terminate the obligation. The cancellation serves as a documented acknowledgment that the debt has been satisfied and clears any legal responsibility tied to the note.
8 example clauses Capitalized terms
What is a Capitalized Term? A capitalized term in a document, especially a contract or legal agreement, refers to specific words or phrases that are intentionally written with initial capital letters. These terms are often used to denote defined terms or special concepts within the text. The purpose of capitalizing these terms is to highlight their importance and ensure that the parties involved have a common understanding of their specific meanings within the context of the document.
20 example clauses Car allowance
What is a Car Allowance? A car allowance is a sum of money provided by an employer to an employee for the purpose of covering expenses related to the employee’s use of a personal vehicle for work purposes. This allowance is meant to cover costs such as depreciation, fuel, maintenance, insurance, and other vehicle-related expenses. When should I use a Car Allowance? A car allowance should be used when: Employees need to use their personal vehicles regularly for job-related tasks, such as visiting clients or traveling between work sites.
13 example clauses Certified rent roll
What is a Certified Rent Roll? A Certified Rent Roll is a comprehensive document that details the rental income generated by a property. It includes information such as tenant names, rental amounts, lease terms, and any arrears or outstanding payments. What distinguishes a certified rent roll from a standard rent roll is the validation or certification by a qualified professional—such as a property manager or a certified public accountant—to ensure its accuracy and reliability.
7 example clauses Chairman emeritus
What is Chairman Emeritus? The term “Chairman Emeritus” refers to a former chairman of an organization or company who has retired from the daily responsibilities but is still recognized for their contributions and holds a ceremonial or honorary position. This title often signifies respect and appreciation for the individual’s impact and leadership during their tenure. When should I use Chairman Emeritus? You should use the title “Chairman Emeritus” when referencing a former chairman who has retired but is still held in high regard for their past contributions.
14 example clauses Change in control
What is Change in Control? “Change in Control” refers to any event that results in a significant shift in the ownership or management structure of a company. It typically involves situations such as mergers, acquisitions, or reorganizations where a new party gains control over the decision-making process or assets of the company. Change in control clauses are important because they protect stakeholders from potential risks associated with such shifts. When should I use a Change in Control clause?
15 example clauses Change of control
What is Change of Control? A “Change of Control” refers to a significant shift in the ownership or management structure of a company. This typically implies a transition wherein a new entity or group gains a controlling interest in the company, potentially affecting company policies, strategies, and management. Such changes can be triggered by mergers, acquisitions, takeovers, or other major corporate transactions. When should I use Change of Control? You should consider addressing Change of Control provisions when drafting or reviewing contracts for situations where shifts in ownership or management could impact contractual obligations or the relationship between the parties.
12 example clauses Change order
What is a Change Order? A Change Order is a formal document used in project management to record and authorize amendments to a contract or agreement. These changes can involve modifications to the scope of work, timelines, deliverables, or pricing. Change orders are typically necessary when unexpected challenges arise, new requirements are identified, or adjustments need to be made to the original plan due to evolving circumstances. When Should I Use a Change Order?
6 example clauses Choice of law
What is “Choice of Law”? “Choice of law” refers to a clause in a contract that designates which jurisdiction’s laws will be used to interpret the terms of the contract and resolve any disputes that may arise. It determines which legal framework will be applicable among the potentially multiple jurisdictions that could have an interest in the matter. When should I use “Choice of Law”? You should use a “Choice of law” clause in any contract where parties are based in different jurisdictions, whether they are different states within a country or different countries altogether.
15 example clauses Class action waiver
What is a Class Action Waiver? A class action waiver is a provision in a contract where a party agrees not to participate in a class action lawsuit. This means that individuals give up their right to join others in a lawsuit that addresses common claims. Instead, they agree to resolve disputes individually, often through arbitration. Class action waivers are frequently included in agreements for consumer services, employment contracts, and other contexts where a company seeks to limit liability exposure from collective legal actions.
17 example clauses Clawback provision
What is a Clawback Provision? A clawback provision refers to a contractual clause that allows an employer or company to reclaim previously disbursed compensation or benefits if certain conditions are met. These conditions often involve scenarios where the employee’s actions or performance are later found to be lacking, misleading, or fraudulent. Clawback provisions are commonly put in place to ensure that executives act in the best interest of the company and its shareholders.
11 example clauses Clawback provisions
What is a Clawback Provision? A clawback provision is a contractual clause that allows an employer or company to reclaim previously distributed compensation under certain circumstances. These provisions are typically included in employment contracts, executive compensation agreements, and other financial or legal contracts. The primary aim is to mitigate risks and ensure fairness by allowing the retrieval of bonuses or other incentive compensation if certain conditions are breached, such as financial restatements or misconduct.
15 example clauses Commencement letter
What is a Commencement Letter? A Commencement Letter is an official document used to formalize the beginning of a contract, project, or agreement. It serves as a notice to all parties involved that the terms and conditions outlined in the agreement are now in effect. The letter typically confirms key details such as start date, initial deliverables, and any specific requirements that need to be addressed to initiate the contract.
9 example clauses Company rules and regulations
What are Company Rules and Regulations? Company rules and regulations are the set of guidelines and principles that govern the behavior and actions of employees within an organization. These rules are designed to maintain order, ensure safety, promote fairness, and uphold the integrity of the workplace. They serve as a framework for expected conduct and are vital in establishing a professional and respectful working environment. Example: A rule prohibiting discrimination based on race, gender, or religion is a standard regulation in many companies to promote equality and inclusion.
15 example clauses Compensation and payment
What is Compensation and Payment? Compensation and Payment refer to the remuneration provided to individuals or entities in exchange for goods, services, or employment. Compensation typically encompasses all forms of payment received, including wages, salaries, bonuses, and benefits, whereas payment tends to refer to specific transactions for goods or services rendered. The concept of compensation is crucial in employment and business transactions as it acts as a motivating factor for individuals to engage in economic activity and ensures fairness and legality in transactions.
13 example clauses Compensation
What is Compensation? Compensation refers to the total monetary and non-monetary benefits that employees receive in exchange for their work. It includes salaries, wages, bonuses, benefits, perks, and other forms of financial rewards. It is a critical part of employment agreements and plays a significant role in attracting, motivating, and retaining employees. When should I use Compensation clause? You should consider compensation in several situations: Hiring Employees: Establish clear compensation terms to attract suitable candidates.
10 example clauses Compensation for damages
What is Compensation for Damages? Compensation for damages is a legal concept where a party who has suffered loss or harm due to another’s breach of contract or wrongful act is awarded a monetary sum. This compensation aims to restore the affected party to the position they would have been in had the breach or wrongful act not occurred. It is a fundamental principle in contract and tort law, ensuring fairness and accountability.
6 example clauses Competitor
What is a Competitor Clause? A competitor clause is a provision in a contract that restricts one party from engaging in business activities that would directly compete with another party, typically to protect proprietary information or business interests. This clause aims to prevent conflicts of interest, safeguard trade secrets, and ensure that businesses maintain a competitive edge in the market. When should I use a Competitor Clause? You should include a competitor clause in your contracts when:
11 example clauses Complete agreement
What is Complete Agreement? Complete agreement, often referred to as an “entire agreement clause,” is a contractual provision that signifies the comprehensiveness of the contract. It assures that the written contract represents the full and final understanding between the parties involved. This clause generally prevents parties from claiming that there were oral or implied agreements outside of the written document. When should I use Complete Agreement? You should use a complete agreement clause whenever you want to clarify that the written contract encompasses all the terms agreed upon by the parties, effectively nullifying any prior discussions or promises not included in the document.
11 example clauses Compliance with company policies
What is compliance with company policies? Compliance with company policies refers to the adherence and alignment of individual and organizational actions with the rules, regulations, and guidelines set forth by a company. These policies are designed to provide a framework for behavior and decision-making that aligns with the company’s values, objectives, and legal requirements. When should I use compliance with company policies? You should emphasize compliance with company policies in situations where:
9 example clauses Confidential information
What is Confidential Information? Confidential information refers to data or details that are not generally known to the public and which a party wishes or is required to keep protected from disclosure. This information is often given legal protection through contracts, laws, or agreements. The nature of confidential information can vary widely, but generally, it encompasses sensitive business details, trade secrets, personal information, or proprietary knowledge. Characteristics of confidential information include:
13 example clauses Confidentiality clause
What is a Confidentiality Clause? A confidentiality clause, also known as a nondisclosure agreement (NDA), is a provision within a contract that requires one or more parties to keep certain information private and not share it with third parties. This clause is designed to protect sensitive information from being disclosed, ensuring that proprietary data, trade secrets, and other confidential materials remain secure. When Should I Use a Confidentiality Clause? You should use a confidentiality clause in situations where sensitive information is exchanged and needs to be protected.
20 example clauses Confidentiality of documents and information
What is confidentiality of documents and information? Confidentiality of documents and information refers to the practice of keeping sensitive information private and ensuring that it is only accessible to those who are authorized to view it. This protection is vital for maintaining the privacy, security, and integrity of the information, often relating to businesses, legal matters, or personal data. Confidentiality helps prevent unauthorized access and disclosure, which could lead to potential harm, such as competitive disadvantage, legal consequences, or breach of privacy.
5 example clauses Consequences Of Breach
What is Consequences of Breach? Consequences of Breach refers to the section within a contract that outlines the potential outcomes or penalties that a party will face if they fail to fulfill their contractual obligations. This section is crucial as it sets the expectations and repercussions for any deviation from the agreed terms, which can include financial penalties, termination of the contract, or other legal remedies. When should I use Consequences of Breach?
19 example clauses Consequential damages
What is Consequential Damages? Consequential damages, also known as “special damages,” refer to the losses that result not directly from an act but from the specific circumstances of the affected party. These damages go beyond the immediate scope of the contract breach and include any indirect losses incurred as a consequence of the breach. Common examples include lost profits, future earnings, and additional operational costs. When Should I Use Consequential Damages?
11 example clauses Contract amendment
What is a Contract Amendment? A contract amendment is a formal change or addition made to an existing contract. It allows the parties involved to modify the terms and conditions of the original agreement without having to start from scratch. Amendments can be used to update various elements of a contract, such as timelines, pricing, roles, or responsibilities, in response to changing circumstances or mutual consent between the parties. When should I use a Contract Amendment?
18 example clauses Exhibits attached hereto
What is Exhibits Attached Hereto? Exhibits attached hereto is a legal term used in contracts and legal documents to reference supplementary materials or documents that are attached to the main document. These exhibits typically provide additional details, specifications, or information referenced in the main agreement. They are considered an integral part of the contract, with the same binding effect. When Should I Use Exhibits Attached Hereto? Use exhibits attached hereto when you need to include additional documents that elaborate or provide necessary detail that complements the main text of a contract.
15 example clauses Contract consideration
What is Contract Consideration? Contract consideration refers to something of value that is exchanged between parties in a contract. It can be in the form of money, goods, services, or a promise to refrain from doing something. Consideration is one of the essential elements for the formation of a legally binding contract. Without consideration, a contract is generally not enforceable. When Should I Use Contract Consideration? You should use contract consideration in the following situations:
15 example clauses Convalescence
What is Convalescence? Convalescence is the period of recovery and recuperation following an illness or medical treatment. It involves a gradual return to health and strength, during which the body heals and restores its normal functioning. This process can vary in duration, depending on the severity of the illness, the individual’s overall health, and the treatment received. Convalescence aims to allow the body sufficient time to regain its energy and health while preventing any potential complications that might arise from premature physical activity or stress.
6 example clauses Cooperation clause
What is a Cooperation Clause? A Cooperation Clause is a provision commonly found in contracts that requires all parties to work together and perform all necessary actions to fulfill the terms and objectives of the agreement. This clause ensures that each party will assist the other in the performance of their respective responsibilities, providing necessary information, approvals, or documentation, and generally aiding the process in good faith to achieve mutual goals.
9 example clauses Cost Allocation
What is Cost Allocation? Cost allocation is a financial strategy used to assign indirect costs to different departments, projects, or products within an organization. Unlike direct costs, which can be traced directly to a specific output, indirect costs like utilities, rent, or administrative salaries are shared among various entities. Cost allocation seeks to fairly distribute these expenses according to predefined criteria such as usage, revenue, or labor hours. When should I use Cost Allocation?
17 example clauses Counterparts and electronic signatures
What are Counterparts and Electronic Signatures? Counterparts refer to copies of a legal document that are executed (signed) by different parties. Each party signs their own copy, and together these copies form a single binding agreement. Electronic Signatures are digital forms of signatures that indicate a person’s intent to sign a document. They can be in the form of an image of a physical signature, a typed name, a unique digital code, or other electronic consent.
14 example clauses Counterparts
What is Counterparts? Counterparts is a term used in legal and contractual contexts to describe a method of executing an agreement. When a contract is signed “in counterparts,” it means each party signs separate copies of the same document. All these signed copies are considered collectively as one single agreement. This practice is particularly useful when parties are in different locations. When Should I Use Counterparts? You should use counterparts when:
15 example clauses Covenant not to sue
What is a Covenant Not to Sue? A Covenant Not to Sue is a legal agreement wherein one party agrees not to file a lawsuit against another party over a specific issue or claim. Unlike a full release, which extinguishes liability, a covenant not to sue does not eliminate the underlying legal obligation or claim. Instead, it prohibits the party from pursuing legal action. This type of agreement is typically used in the context of settlement negotiations where both parties wish to resolve disputes out of court while maintaining certain potential claims.
15 example clauses
D
Data subject rights
What is Data Subject Rights? Data Subject Rights refer to a set of rights granted to individuals (data subjects) under data protection laws that give them control over their personal data. These rights are primarily outlined in regulations such as the General Data Protection Regulation (GDPR) in the European Union. The main goal of data subject rights is to empower individuals with control over how their personal information is collected, processed, and used by organizations.
7 example clauses Death of a member
What is “Death of a Member”? The term “Death of a Member” refers to a clause typically found in certain legal agreements and contracts, particularly in business partnerships and Limited Liability Company (LLC) operating agreements. This clause addresses the procedures and consequences that ensue when a member of the entity dies. When should I use “Death of a Member”? You should use a “Death of a Member” clause in any agreement involving multiple parties where the death of a participant could impact the functioning, ownership, or management of the entity.
11 example clauses Deemed contribution and distribution
What is deemed contribution and distribution? “Deemed contribution and distribution” refers to specific financial transactions that are treated as if they were made, even though no actual cash or property changes hands. These deemed transactions alter the financial statements and tax reports to reflect certain economic realities. For example, a deemed contribution occurs when a company is treated as having received additional capital from its owners, although no new funds were actually infused.
18 example clauses Definition of affiliate
What is an affiliate? An affiliate refers to an entity that is related, connected, or associated with another entity, often in a business context. Typically, an affiliate is a company that is partially or wholly owned by another company that acts as the parent company. Affiliates can conduct business separately, though they are often subject to the control or influence of the parent company. Affiliates can also refer to partnerships where one business helps drive sales or traffic to another business, typically online, in exchange for a commission or fee.
14 example clauses Definition of environmental laws
What is the Definition of Environmental Laws? The term “Definition of Environmental Laws” refers to the body of laws, regulations, agreements, and common law that governs how humans interact with their environment. This encompasses a wide range of topics, including air and water quality, waste management, chemical safety, biodiversity conservation, and the management of natural resources. Environmental laws are designed to protect the environment from harm due to human activities and to manage natural resources sustainably for current and future generations.
16 example clauses Deliverables
What is a Deliverable? A deliverable is a tangible or intangible outcome produced as a result of completing a project or a portion of a project. Deliverables are measurable, quantifiable, and often presented to stakeholders or clients to fulfill contractual agreements or project plans. They can vary widely depending on the nature of the project, including reports, documents, products, systems, software, or services. When should I use Deliverables? You should use deliverables in various scenarios, such as:
5 example clauses Delivery terms
What are Delivery Terms? Delivery terms are specific provisions in a contract that outline the conditions of delivery for goods or services from a seller to a buyer. These terms define crucial aspects such as the time, location, method of delivery, and responsibility for shipping costs. Delivery terms also delineate the point at which the risk of loss or damage to goods transfers from the seller to the buyer. This is critical in commercial transactions to ensure clarity between the involved parties and minimize disputes.
15 example clauses Directly or indirectly
What is “Directly or indirectly”? In legal clauses, “directly or indirectly” refers to actions or consequences that occur either as an immediate result of a party’s conduct (directly) or through intermediate steps, third parties, or other means (indirectly). This phrase is used to cover all possible scenarios where a party’s actions might have an effect, even if those effects are not immediate or explicitly intended. It helps to ensure that no loopholes exist for actions taken through indirect means.
15 example clauses Disclaimer of damages
What is a Disclaimer of Damages? A Disclaimer of Damages is a clause commonly included in contracts and agreements, which states that one party will not be held liable for certain types of damages suffered by the other party. These damages often include indirect, consequential, incidental, punitive, and special damages. The purpose of this clause is to limit potential liability and financial exposure. When Should I Use a Disclaimer of Damages?
11 example clauses Disclosure letter
What is a Disclosure Letter? A Disclosure Letter is a document often used in transactions, such as mergers and acquisitions, to clarify and disclose specific information between parties involved. It outlines exceptions, conditions, or details relating to the representations and warranties made within the main contractual agreement. This letter helps to ensure that all parties have a clear and transparent understanding of any issues or omissions prior to finalizing a deal.
11 example clauses Dispositive power
What is Dispositive Power Clause? Dispositive power refers to the authority or legal rights an individual or entity has to dispose of, alter, or transfer their interest in an asset, property, or legal claim. It indicates the control one has over the disposition of their holdings and how they can direct it for alternate uses or ownership. It is commonly associated with the rights of property owners, trustees, or agents acting on behalf of another under a contractual agreement or power of attorney.
9 example clauses Dispute resolution
What is Dispute Resolution? Dispute resolution refers to the array of processes used to resolve disagreements or conflicts between parties. It aims to provide a fair outcome without resorting to litigation and can include a variety of methods such as negotiation, mediation, arbitration, and conciliation. These methods offer alternatives to court and can be used to settle both personal and commercial disputes. When should I use Dispute Resolution? You should consider using dispute resolution when:
20 example clauses Double trigger acceleration
What is Double Trigger Acceleration? Double trigger acceleration refers to a provision typically found in employment agreements and stock option agreements. It ensures that an employee receives accelerated vesting of their unvested equity upon the occurrence of two specific events (or “triggers”). The first trigger is usually a change in control of the company, such as a merger or acquisition. The second trigger is often the termination of the employee without cause, or the employee’s resignation for good reason, within a certain period following the change in control.
11 example clauses Drag along rights
What are Drag-Along Rights? Drag-along rights are a legal mechanism designed to protect majority shareholders in a company. They allow these shareholders to “drag” minority shareholders into the sale of the company. This ensures that if a majority owner finds a buyer for the company, minority owners cannot block the deal, promoting smoother exit opportunities and potentially higher valuations. These rights are typically outlined in a company’s shareholder agreement, ensuring that minority shareholders must sell their stakes to a potential buyer if the majority owners wish to proceed with the sale.
11 example clauses Due diligence period
What is Due Diligence Period? The Due Diligence Period is a specific timeframe during which a buyer is allowed to thoroughly investigate and evaluate a property, business, or asset before finalizing a transaction. This process typically involves reviewing legal, financial, and operational details to ensure that there are no hidden issues or risks associated with the purchase. When should I use Due Diligence Period? The Due Diligence Period should be used when:
17 example clauses Duration Of Confidentiality
What is Duration of Confidentiality? The “Duration of Confidentiality” refers to the time period during which confidential information must be kept private as stipulated in a contract or agreement. This clause outlines how long the parties involved are obligated to maintain the confidentiality of the shared information after it has been disclosed. It plays a crucial role in protecting sensitive information from unauthorized access or disclosure. When should I use Duration of Confidentiality?
11 example clauses Duty to mitigate damages
What is Duty to Mitigate Damages? The term “Duty to mitigate damages” refers to a legal obligation imposed on a party who has suffered a loss or injury to take reasonable steps to minimize the impact of that loss. This principle prevents the injured party from recovering damages that could have been avoided through reasonable efforts. When should I use Duty to Mitigate Damages? You should invoke the duty to mitigate damages in situations where a breach of contract or a wrongful act has occurred, leading to some form of loss.
14 example clauses
E
Early termination of services
What is Early Termination of Services? Early Termination of Services refers to the discontinuation of an agreement, contract, or service before its predefined end date. This clause allows parties to dissolve their obligations due to specific circumstances or breaches outlined in the agreement. In many cases, early termination can incur fees or penalties designed to compensate the service provider for the premature cessation of the contract. When should I use Early Termination of Services?
13 example clauses Earnout
What is an Earnout? An earnout is a contractual provision typically used in mergers and acquisitions (M&A) whereby the seller of a business can receive additional payment in the future, contingent upon the business achieving specific financial performance targets. These targets often include metrics such as revenue, profit, or EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization). When should I use an Earnout? Earnouts are particularly beneficial in situations where there is a discrepancy between the buyer and seller regarding the future performance of the business.
21 example clauses Ebitda bonus
What is an Ebitda Bonus? An Ebitda Bonus is a performance-based incentive tied to a company’s Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA). It is designed to reward employees, typically senior management or executives, for reaching predefined financial performance targets. The bonus often aims to align the interests of the employees with those of the company stakeholders by focusing on operational profitability. When should I use an Ebitda Bonus? You should consider using an Ebitda Bonus under the following circumstances:
15 example clauses Effective date of resignation
What is the effective date of resignation? The effective date of resignation is the official date when an employee’s resignation becomes effective, marking their last working day with the organization. This date is typically specified in the resignation letter and accepted by the employer. It is a crucial element in the resignation process as it sets the timeline for the employee’s departure and allows the organization to make necessary arrangements for their replacement or transition of duties.
13 example clauses Elapsed time method
What is Elapsed time method? The Elapsed time method is a technique often used in project management and scheduling to measure the amount of time that has passed from the start to the current point or completion of an activity. It focuses on tracking the actual time taken to complete tasks and activities, regardless of the planned schedule or deadlines. When should I use Elapsed time method? The Elapsed time method should be used in scenarios where you need to:
10 example clauses Electronic signature
What is an Electronic Signature? An electronic signature, often referred to as an e-signature, is a digital form of a traditional handwritten signature. It serves as a legal way to get consent or approval on electronic documents or forms. Electronic signatures are commonly used to replace physical signatures when transacting online for efficiency and convenience. When Should I Use an Electronic Signature? You should use an electronic signature in situations where the document can legally be signed electronically and you need a fast and efficient way to process agreements.
20 example clauses Eligible compensation
What is Eligible Compensation? Eligible compensation refers to the types or amounts of an employee’s earnings that are considered when calculating benefits, contributions, or bonuses, particularly within retirement plans, insurance policies, or compensation agreements. This term often defines what earnings qualify for inclusion under specific guidelines or plans. Eligible compensation can include base salary, commissions, bonuses, overtime pay, and other types of earnings, depending on the policy or legal framework in place.
19 example clauses Entire agreement
What is an Entire Agreement Clause? An Entire Agreement Clause is a contract provision that declares the agreement represents the complete and final understanding between the parties regarding the subject matter. This clause ensures that no prior agreements, discussions, or negotiations are considered unless they are explicitly included in the contract. It essentially precludes the parties from asserting that any additional terms apply outside of what is documented within the written agreement.
18 example clauses Entire contract
What is an Entire Contract? An “Entire Contract” clause is a provision found in many legal agreements, stating that the contract in its entirety represents the complete and final understanding of the parties involved regarding the subject matter of the agreement. It typically implies that all prior negotiations, representations, and agreements, whether oral or written, are superseded by the terms of the contract. The primary purpose of an Entire Contract clause is to provide clarity and prevent disputes over what constitutes the agreement between the parties.
3 example clauses Errors and omissions
What is “Errors and Omissions”? “Errors and Omissions” (E&O) is a legal term that refers to a type of professional liability insurance. This insurance helps protect professionals and companies from claims made by clients for inadequate work or negligent actions. E&O insurance covers both court costs and any settlements up to the amount specified in the insurance contract. When should I use “Errors and Omissions”? You should consider using Errors and Omissions insurance if you are a professional providing a service or consultation that could potentially lead to financial loss for a client if not executed properly.
7 example clauses Ethics
What is Ethics in contracts? An Ethics Clause in a contract sets out standards of conduct and behavior expected from the parties involved, ensuring adherence to ethical principles and practices throughout their engagement. It typically addresses issues such as integrity, compliance with laws, anti-bribery and corruption, conflicts of interest, corporate social responsibility, and workplace practices. These clauses are designed to promote ethical conduct in business dealings, outlining prohibited behaviors (e.g., bribery, discrimination) and specifying measures to handle unethical acts.
12 example clauses Exclusions From Confidential Information
What is Exclusions From Confidential Information? “Exclusions From Confidential Information” refers to specific categories or types of information that are not considered confidential under a confidentiality agreement or non-disclosure agreement (NDA). These exclusions are outlined to clarify which information the receiving party can use or disclose without breaching the agreement. Typically, exclusions include information that: Is already known to the public. Was in the recipient’s possession before being disclosed. Is independently developed by the recipient.
3 example clauses Exclusivity
What is Exclusivity? Exclusivity is a contractual obligation that restricts parties from engaging in certain activities with others outside the agreement. This provision is designed to protect the interests of the party benefiting from exclusivity, by ensuring they have the sole rights to particular aspects of a product, service, or relationship for a specified time. Exclusivity arrangements can be found in various sectors, including business partnerships, supply chains, distribution agreements, employment contracts, and more.
16 example clauses Exculpatory clause
What is an Exculpatory Clause? An exculpatory clause is part of a contract that relieves one party of liability for their actions. Essentially, it is a clause designed to protect a party from being held responsible for harm, damages, or losses incurred by the other party during the course of the agreement. These clauses are often included to minimize risk and limit potential legal actions. When should I use an Exculpatory Clause?
13 example clauses Execution date
What is an Execution Date? The Execution Date refers to the specific date on which all parties involved in a contract have signed the agreement, making it legally binding. This date is crucial as it marks the beginning of the contract’s enforceability and can impact other terms and deadlines within the contract. It is different from the Effective Date, which is the date when the obligations in the contract actually start.
6 example clauses Execution in counterparts
What is Execution in Counterparts? Execution in counterparts is a contractual clause that allows different parties to sign separate copies of the same agreement document. These separate signed documents collectively form a single binding agreement. It facilitates the signing process, especially when parties are in different locations, ensuring that a contract can be executed without the need for all signatories to physically gather in one place. When Should I Use Execution in Counterparts?
11 example clauses Executive bonus plan
What is an Executive Bonus Plan? An Executive Bonus Plan is a compensation strategy designed to provide additional financial incentives to executives and key employees beyond their regular salary. These plans often involve bonuses that are linked to performance metrics or company objectives, offering a way to align the interests of executives with those of the company and its stakeholders. The bonuses can be delivered in various forms, such as cash, stock options, or other forms of deferred compensation.
16 example clauses Extension of agreement
What is an extension of agreement? An extension of agreement is a legal document or clause that prolongs the period of a current contract beyond its original end date. This extension can be for a specified period or indefinite, depending on the needs of the parties involved. The extension ensures that the terms and conditions of the original agreement continue to be enforceable during the extended period. When should I use an extension of agreement?
9 example clauses Exterior signage
What is Exterior Signage? Exterior signage refers to any kind of sign that is used outside a building or in an open environment. These signs are typically used to advertise a business, provide directions, or convey information to individuals who are outside. Exterior signage can come in various forms such as banners, building-mounted signs, ground-mounted signs, digital signs, and more. When should I use Exterior Signage? Exterior signage should be used when you need to communicate important information or advertise to individuals outside your establishment.
11 example clauses
F
Facsimile signature
What is a Facsimile Signature? A facsimile signature is an electronic or mechanical reproduction of a person’s handwritten signature. It is often used as a means to expedite the signing process and ensure that multiple copies of a document are instantly signed with accuracy. Facsimile signatures can be created using various methods, including stamping, printing, or digital means. When Should I Use a Facsimile Signature? Facsimile signatures are particularly useful in situations where:
17 example clauses Fees And Expenses
What is Fees And Expenses clause? Fees and Expenses refer to the costs associated with services provided or tasks performed. This term encompasses various charges that might be included in agreements between parties, including service fees, administrative fees, legal fees, and other related costs incurred during the execution of a contract or project. These costs are typically stipulated in contracts to ensure transparency and mutual understanding of financial obligations. When should I use Fees And Expenses clause?
3 example clauses Finance contingency
What is Finance Contingency? Finance contingency is a clause commonly included in real estate contracts to protect the buyer. This clause allows the buyer to back out of the purchase if they are unable to secure financing for the property. In essence, it makes the completion of the transaction contingent upon the buyer obtaining a loan or mortgage. If the buyer fails to secure financing within a specified timeframe, they can withdraw from the contract without losing their earnest money deposit.
4 example clauses Financing contingency
What is Financing Contingency? A financing contingency is a clause included in real estate purchase agreements that allows the buyer to back out of the deal if they are unable to secure financing within a specified timeframe. This provision protects the buyer by ensuring that they are not legally bound to purchase the property unless they can obtain the necessary loan or mortgage. If the buyer cannot secure financing, they can typically cancel the contract without losing their earnest money deposit.
7 example clauses First right of refusal
What is First Right of Refusal? The First Right of Refusal (FROR), often referred to as a preemptive right, is a contractual right that gives an entity or individual the opportunity to enter into a business transaction with the owner of something, according to specified terms, before the owner is entitled to enter into that transaction with a third party. This right is typically exercised in circumstances such as real estate sales, business partnerships, and intellectual property agreements.
18 example clauses Force majeure
What is Force Majeure? Force Majeure refers to a commonly used clause in contracts that protects parties from liability when extraordinary events prevent them from fulfilling their obligations. The term, which means “superior force” in French, typically covers unforeseen situations like natural disasters, wars, strikes, or government actions—events beyond the control of either party. According to the force majeure definition, this clause is designed to ensure that neither party shall be liable for failing to meet contractual commitments due to such uncontrollable circumstances.
28 example clauses Forfeiture
What is Forfeiture Clause? Forfeiture is a legal concept where an individual loses rights or property as a penalty for breaching legal obligations or regulations. It commonly occurs in contractual agreements, criminal law, and property law. Forfeiture aims to discourage illegal or unethical behavior by imposing a financial or material consequence. When should I use Forfeiture Clause? Forfeiture is typically used in situations where parties need assurance that contractual obligations will be honored.
12 example clauses Forfeiture of deposit
What is Forfeiture of Deposit? Forfeiture of Deposit refers to a legal clause often included in contracts, particularly in real estate, rentals, and sales agreements, where the buyer or tenant forfeits their deposit if they fail to meet certain conditions specified in the agreement. This condition typically arises when a party does not fulfill their obligations, such as failing to close a deal by a specified date or breaching the terms of the contract.
6 example clauses Free cash flow conversion
What is Free Cash Flow Conversion? Free Cash Flow Conversion is a financial metric used to measure a company’s ability to convert its earnings into free cash flow (FCF). Essentially, it measures the efficiency with which a company can turn its earnings before interest, taxes, depreciation, and amortization (EBITDA) or net income into free cash flow. Free cash flow itself is the cash generated by the company after accounting for capital expenditures necessary to maintain or expand its asset base.
17 example clauses Full and final release
What is a Full and Final Release? A Full and Final Release is a legally binding agreement between parties which ensures that a dispute or potential dispute is completely settled, and no further claims can be made with respect to that particular matter. This document serves as a total relinquishment of any and all claims, demands, or causes of action against the parties involved, effectively closing the chapter on the specific issue.
18 example clauses Functionality
What is Functionality clause? Functionality refers to the range of operations that can be run on a computer or a program. It defines what specific tasks a software application, system, or piece of technology can perform. Functionality includes all the actions and services that the software is designed to offer, ensuring that it meets the intended needs of its users or stakeholders. It can vary significantly across different applications, ranging from simple calculations to complex data processing tasks.
5 example clauses Funds on deposit
What is Funds on Deposit? Funds on deposit refer to the amount of money that is placed in banking accounts, savings accounts, time deposits, or other financial accounts where the funds are held by a bank or financial institution on behalf of an individual, corporation, or entity. These funds are considered part of the depositor’s asset base and can typically earn interest over time. The deposits could be subject to different conditions depending on the type of account, such as withdrawal limits or minimum balance requirements.
9 example clauses Future consideration
What is Future Consideration? Future consideration refers to a term in contractual agreements that implies a promise to perform an act or provide a service at a future date in exchange for a reciprocal promise or service. It is a fundamental aspect of certain contracts where the complete exchange of value does not occur immediately but is instead deferred to a later time. This concept is distinguished by the element of time, where the fulfillment of the contractual terms extends beyond the present.
14 example clauses
G
General compliance with laws
What is General Compliance with Laws? “General compliance with laws” is a boilerplate clause commonly found in contracts. It mandates that all parties involved adhere to applicable laws, regulations, and ethical standards pertinent to the executed agreement. This includes local, state, national, and sometimes international laws. By including this clause, parties are legally obligated to conform to laws that govern their actions and business practices over the duration of the contract.
14 example clauses General indemnity
What is General Indemnity? General indemnity is a contractual obligation in which one party (the indemnifier) agrees to compensate another party (the indemnified) for certain potential losses or damages. This form of indemnity is a broad concept often included in various agreements to provide a legal mechanism for risk allocation between parties. The terms of indemnity specify the scope of potential claims covered, methods of compensation, and any limitations or exclusions.
13 example clauses General release
What is a General Release? A General Release is a legal document that acknowledges an agreement between parties where one party waives the right to pursue legal claims against the other. This document is often used to settle disputes or prevent potential litigation by having the involved parties reach an amicable resolution. The individual or entity granting the release (the “Releasor”) agrees to relinquish any claims against the party receiving the release (the “Releasee”), thereby providing a safeguard for the Releasee against future legal action related to the settled matter.
20 example clauses General terms and conditions
What are General Terms and Conditions? General Terms and Conditions, often abbreviated as T&Cs or GTCs, refer to the standardized information and rules that govern the contractual relationship between parties, typically used in business transactions. They detail the rights and obligations of each party, helping to ensure clear communication and minimize misunderstandings. These terms can include payment terms, delivery conditions, liability clauses, and procedures for handling disputes, among other things.
16 example clauses Good faith deposit
What is a Good Faith Deposit? A Good Faith Deposit is a sum of money provided by a buyer to demonstrate their serious intent to complete a transaction. It is sometimes referred to as good faith money in real estate, as it signifies the buyer’s sincerity in moving forward with a deal. Typically held in escrow, this good faith payment assures the seller that the buyer is committed to finalizing the agreement.
16 example clauses Good faith negotiation
What is Good Faith Negotiation? Good faith negotiation refers to a sincere intention to deal fairly with others during the negotiation process. Parties engaged in good faith negotiation aim to reach an equitable agreement by being honest, refraining from deception, and making reasonable efforts to settle differences. Good faith negotiation is often contrasted with negotiations conducted in bad faith, where one or more parties might be deceitful, manipulative, or insincere about their willingness to find a mutually acceptable resolution.
7 example clauses Governing law and jurisdiction
What is Governing Law and Jurisdiction? Governing Law and Jurisdiction are critical elements of a contract that define the legal framework under which the agreement will be interpreted and which courts will resolve any disputes. Essentially, this clause dictates which country’s or state’s laws will apply (the governing law) and where any legal proceedings (jurisdiction) will take place. Including a clear law and jurisdiction clause is essential to avoid ambiguity and ensure both parties understand the legal standards that will govern their relationship.
18 example clauses Governing law
What is Governing Law? Governing law refers to the set of legal principles and rules that will apply to interpret and enforce the terms of a contract or agreement. It determines which jurisdiction’s laws will be used to resolve any disputes that arise under the contract. Choosing a governing law helps ensure that both parties have clarity and predictability regarding their legal rights and obligations. When should I use Governing Law?
19 example clauses Grant of right of first offer
What is a Grant of Right of First Offer? A Grant of Right of First Offer (ROFO) is a contractual agreement that gives a party the opportunity to negotiate a deal before the owner can offer the same terms to third parties. This right obligates the owner to negotiate in good faith with the holder of the ROFO before entertaining any other outside offers. Unlike the Right of First Refusal (ROFR), where the holder has the right to match an offer already made by a third party, ROFO gives the holder the chance to make the first offer.
3 example clauses Grant of rights
What is a Grant of Rights? A Grant of Rights is a legal provision typically found within contracts, in which one party (the grantor) provides another party (the grantee) specific rights or permissions over certain intellectual property or resources. These rights can vary in scope and duration and usually include permissions such as the right to use, reproduce, distribute, or perform a piece of work or asset. Grant of Rights clauses are essential for delineating the extent of control and usage permitted for the intellectual property, ensuring that all parties understand their rights and obligations.
10 example clauses Guarantee
What is a Guarantee? A guarantee is a formal promise or assurance, typically in writing, that certain conditions will be fulfilled, such as the quality or performance of a product, or that obligations, such as debt payments, will be met. Guarantees are often used in business and finance to build trust and provide security to the parties involved. When should I use a Guarantee? A guarantee should be used in situations where additional security or assurance is needed.
13 example clauses Guaranteed maximum price
What is Guaranteed Maximum Price? A Guaranteed Maximum Price (GMP) is a cost-type contract used predominantly in the construction industry. Under a GMP contract, a contractor agrees to complete a project for a price that will not exceed a set maximum. If the project costs less than the maximum price, any savings might be shared with the owner, depending on the terms of the contract. Conversely, if the costs exceed the GMP, the contractor is responsible for covering the additional expenses unless there are legitimate change orders.
17 example clauses
H
Holdover
What is Holdover Clause? Holdover refers to a situation or condition where a tenant continues to occupy rental premises after the expiration of a lease agreement. It can also refer to provisions within contracts that deal with how a particular clause or condition should continue to apply once the primary terms of the agreement have ended. Holdover can be relevant in both real estate and contractual contexts. When should I use Holdover Clause?
12 example clauses Hsse standards
What is HSSE? HSSE stands for Health, Safety, Security, and Environment. It is a comprehensive framework used by organizations to ensure the well-being of their employees, safeguard their operations, and protect the environment. HSSE standards are designed to manage risks and prevent accidents, injuries, and environmental harm. Organizations adopt HSSE standards to: Protect workers’ health and safety Ensure the security of operations and assets Minimize environmental impact Comply with legal and regulatory requirements When Should I Use HSSE Standards?
2 example clauses
I
Icc arbitration
What is ICC Arbitration? ICC Arbitration is a form of dispute resolution offered by the International Chamber of Commerce (ICC). It allows parties from different jurisdictions to resolve their disputes outside of national courts in a neutral forum. The process is governed by the ICC’s own set of rules, known as the ICC Rules of Arbitration. These rules provide a framework for the appointment of arbitrators, the conduct of proceedings, and the enforcement of arbitral awards.
21 example clauses In witness whereof
What is “In Witness Whereof”? “In Witness Whereof” is a formal legal phrase used in contracts and legal documents to signify that the parties involved acknowledge and agree to the terms within the document. It serves as an introduction to the signatures of the parties, marking the document’s execution and affirming its authenticity. When Should I Use “In Witness Whereof”? You should use “In Witness Whereof” in situations where a formal acknowledgment of agreement is necessary.
15 example clauses Including without limitation
What is “Including without limitation”? “Including without limitation” is a legal phrase often used in contracts and agreements to clarify that the list of items or examples given is not exhaustive. This phrase indicates that, while specific elements are mentioned, other items not explicitly listed are still covered under the provision. When should I use “Including without limitation”? You should use “including without limitation” in legal documents and contracts when you want to specify certain examples or items without restricting the scope of the clause to only those items.
20 example clauses Incorporation by reference
What is Incorporation by Reference? Incorporation by reference is a legal drafting technique wherein one document is made a part of another separate document by referencing the former in the latter. This allows for the inclusion of important information without having to repeat it in full each time. It’s commonly used to provide efficiency and ensure consistency across various legal documents. When Should I Use Incorporation by Reference? You should use incorporation by reference when:
12 example clauses Incorporation of recitals
What is Incorporation of Recitals? Incorporation of recitals is a legal term used to describe the inclusion of introductory statements or clauses (recitals) in an agreement. These recitals are generally found at the beginning of a contract and provide context, background information, and the purpose of the agreement. They often outline the intentions of the parties and any relevant facts or assumptions. By incorporating recitals into the operative part of the contract, the parties ensure that these introductory statements are legally binding and enforceable.
21 example clauses Indefinite term
What is an Indefinite Term? An indefinite term refers to a contract or agreement that does not have a fixed period or end date. Instead, the contract continues indefinitely until one of the parties chooses to terminate the agreement according to the terms specified within the contract. This type of arrangement provides flexibility for both parties, allowing them to maintain the relationship as long as it remains beneficial. When Should I Use an Indefinite Term?
5 example clauses Indemnification and hold harmless
What is Indemnification and Hold Harmless? Indemnification and hold harmless are legal concepts often used in contracts to allocate risk and protect one party from financial loss caused by the actions, negligence, or conduct of another party. Indemnification: The promise to compensate for any losses or damages incurred. Hold Harmless: The agreement to not hold one party responsible for certain liabilities or legal claims. These clauses are designed to manage potential risks and liabilities by transferring them from one party to the other.
20 example clauses Indemnification by service provider
What is Indemnification by Service Provider? Indemnification by a service provider refers to a contractual obligation where the service provider agrees to compensate the recipient of services for certain losses or damages. This clause is designed to protect the recipient from claims arising out of the service provider’s actions or omissions. It is a form of risk management, ensuring that the party responsible for an issue bears the financial burden of it.
11 example clauses Indemnification for third party claims
What is Indemnification for Third Party Claims? Indemnification for third party claims is a contractual provision that obligates one party to compensate the other for losses or damages incurred due to claims made by external parties. These claims can arise from actions like lawsuits, demands, or settlements that affect the indemnified party due to the actions or negligence of the indemnifying party. The clause aims to allocate risk and responsibility between parties in a contract and protects one party from bearing the full brunt of unforeseen legal claims initiated by third parties.
11 example clauses Indemnification of consultant
What is Indemnification of Consultant? Indemnification of consultant refers to the contractual obligation either to provide protection or compensation to a consultant in the case of loss, damage, or liability arising out of their professional activities. Typically, this means that the party engaging the consultant agrees to cover costs or defend against claims related to the consultant’s work, provided they arise from actions taken in good faith within the scope of the agreed services.
14 example clauses Indemnification of employee
What is Indemnification of Employee? Indemnification of employee refers to a contractual agreement in which an employer promises to protect their employees against financial losses or legal liabilities they might encounter when performing their job duties. This typically includes legal fees, settlements, or damages resulting from lawsuits related to acts performed in the employee’s professional capacity. When should I use Indemnification of Employee? Indemnification should be used when employees are likely to face risks or liabilities during their course of work that could result in legal action against them.
12 example clauses Indemnification of trustee
What is Indemnification of Trustee? Indemnification of a trustee is a legal mechanism designed to protect trustees from personal liability for actions taken in good faith during the course of their duties. When a trustee is indemnified, they are entitled to reimbursement or protection against losses or liabilities incurred as a result of their role in managing a trust. This indemnity is usually outlined within the trust document or relevant contracts, ensuring the trustee can perform their responsibilities without fear of personal financial loss due to honest mistakes or unforeseen legal claims.
11 example clauses Indemnification provisions
What is Indemnification Provisions? Indemnification provisions are clauses within a contract where one party agrees to compensate the other for any losses or damages incurred due to specific actions or circumstances. These clauses are designed to allocate risk between parties, typically shifting potential costs from one party to another. The purpose is to provide a financial safety net and protect against potential legal liabilities. When Should I Use Indemnification Provisions? Indemnification provisions should be used in contracts where there is a need to clearly define which party is responsible for certain risks.
7 example clauses Indemnifying party
What is an Indemnifying Party? An Indemnifying Party is a person or entity that agrees to compensate another party, known as the indemnified party, for any losses, damages, or liabilities incurred. This compensation obligation typically arises from claims that may be brought against the indemnified party by third parties, or from any other designated risks captured within a contractual agreement. When Should I Use an Indemnifying Party? An indemnifying party is often identified in contracts and agreements where there’s a likelihood of potential liabilities arising, including:
9 example clauses Indemnity
What is Indemnity? Indemnity is a contractual agreement between two parties, where one party agrees to compensate the other for certain damages, losses, or liabilities that may arise during the course of their relationship. It acts as a protection mechanism, ensuring that the indemnified party is financially protected against specific risks. Indemnity clauses are commonly found in a wide range of contracts and are used to allocate risk between the contracting parties.
20 example clauses Independent consideration
What is Independent Consideration? Independent consideration is a legal concept primarily used in contract law to denote something of value exchanged between parties, separate from the primary obligations of the contract. It acts as an inducement to make a party’s promise enforceable. In specific contexts, this term can refer to a small separate amount exchanged to ensure enforceability of certain clauses, like option contracts. When Should I Use Independent Consideration? Independent consideration is often used in situations where a party seeks to make a promise binding without tying it directly to the larger contract.
9 example clauses Independent contractor
What is an Independent Contractor? An independent contractor is a self-employed individual or business that provides goods or services to another entity under terms specified in a contract or within a verbal agreement. Unlike employees, independent contractors are not subject to the same tax withholding regulations or employee benefits. They have the freedom to operate their own business, control how their services are executed, and often work with multiple clients.
14 example clauses Independent contractor relationship
What is an Independent Contractor Relationship? An Independent Contractor Relationship is a business agreement where a person or entity (the independent contractor) is engaged to perform specific tasks or services for another party (the client) while retaining control over how the work is executed. Unlike employees, independent contractors operate under their own business structure, manage their own taxes, and do not receive benefits such as health insurance from the hiring party.
10 example clauses Independent contractors
What is an Independent Contractor? An Independent Contractor is an individual or entity contracted to perform work for—or provide services to—another entity as a non-employee. They retain control over how the task is completed, usually supplying their tools and methods. Independent contractors are often referred to as freelancers, consultants, or service providers. Unlike employees, they don’t receive benefits like health insurance or retirement plans from the entity engaging their services, and they are responsible for their taxes.
9 example clauses Injunctive relief
What is injunctive relief? Injunctive relief is a legal remedy in the form of a court order that compels an individual or entity to do or refrain from specific actions. Unlike monetary damages, which aim to compensate for a loss, injunctive relief seeks to prevent future harm by either enforcing or prohibiting certain behaviors. Courts use this remedy when monetary compensation is insufficient to resolve the issue or prevent irreparable damage.
10 example clauses Inspection and acceptance
What is Inspection and Acceptance? “Inspection and acceptance” refers to a process commonly used in various industries, such as manufacturing, construction, and government contracting, to ensure that goods or services meet specified requirements before they are formally accepted by the buyer. This procedure involves examining the delivered items or work to verify compliance with the contractual or purchase agreement terms. Inspection activities might include visual examinations, testing, measuring, or verification tasks performed by the buyer or a third-party inspector.
15 example clauses Insuring agreement
What is an Insuring Agreement? An insuring agreement is a critical component of an insurance policy that outlines the scope of coverage provided by the insurer. It serves as the foundation of the insurance contract by clearly specifying the risks that the insurer agrees to cover. This section highlights the responsibilities and obligations of the insurer in relation to the insured party. The insuring agreement is often structured in straightforward language to minimize ambiguities regarding what is and isn’t covered.
9 example clauses Integration clause
What is an Integration Clause? An integration clause, also known as a merger clause, is a provision within a contract that declares the contract to be the complete and final agreement between the parties. It signifies that all prior negotiations, discussions, and understandings related to the subject matter are superseded by the contents of the written agreement. The purpose of an integration clause is to prevent parties from claiming that there were additional verbal or written terms not included in the contract.
22 example clauses Intellectual property
What is Intellectual Property? Intellectual Property (IP) refers to creations of the mind, such as inventions, literary and artistic works, designs, symbols, names, and images used in commerce. It is a legal concept that grants creators certain exclusive rights to their intangible assets, allowing them to control the use and dissemination of their works. IP is critical in promoting innovation and creativity by providing legal protection and incentives for creators to develop new ideas.
23 example clauses Intellectual property indemnification
What is Intellectual Property Indemnification? Intellectual Property (IP) indemnification is a contractual promise in which one party agrees to protect another party against any claims, damages, or losses resulting from infringement of intellectual property rights. This includes patents, copyrights, trademarks, or trade secrets. Typically, the indemnifying party assures the indemnified party that they will take responsibility for defending against any infringement claims and cover any related legal costs or damages.
7 example clauses Intellectual property ownership
What is Intellectual Property Ownership? Intellectual Property (IP) Ownership refers to the legal rights and control that an individual or entity holds over creations of the mind, which can include inventions, literary and artistic works, designs, symbols, names, and images used in commerce. These rights allow the owner to protect their creations from unauthorized use by others, thus enabling them to benefit commercially from their work. Types of Intellectual Property include:
8 example clauses Interruption of services
What is Interruption of Services? Interruption of Services refers to the temporary or permanent suspension of specific services, often as a result of unforeseen circumstances, contractual obligations, or regulatory requirements. Such interruptions can occur in various sectors, including telecommunications, utilities, and digital services, and may affect both consumers and businesses. When should I use Interruption of Services? An Interruption of Services clause should be included in contracts or agreements when parties need to clearly define the circumstances under which services can be disrupted, and how such interruptions will be managed.
9 example clauses Intuitu personae
What is Intuitu Personae? Intuitu personae is a Latin phrase that refers to a legal concept where the identity or personal qualities of the involved parties play a crucial role in the relationship or agreement. This term is often used in contractual law to describe contracts or obligations that are highly personal in nature, meaning they are non-transferable because they depend on the unique characteristics or attributes of the parties involved.
7 example clauses IP indemnification
What is IP indemnification? IP indemnification refers to a contractual obligation where one party agrees to compensate another party for any losses or damages that arise from a claim of intellectual property (IP) infringement. This means that if a third party alleges that a product or service infringes on its IP rights, the indemnifying party covers the costs associated with defending against these claims, including legal fees and any settlement or judgment amounts.
11 example clauses Irrevocable power of attorney
What is an Irrevocable Power of Attorney? An Irrevocable Power of Attorney is a legal document that grants one person (the agent or attorney-in-fact) the authority to act on behalf of another person (the principal) in specific matters or transactions. The key characteristic of this type of power of attorney is that it cannot be revoked unilaterally by the principal once it has been executed, except under certain circumstances or as specified within the document itself.
20 example clauses
J
Job title and duties
What is a Job Title and Duties? A job title is a specific designation or label given to a role in an organization. It helps convey the level of responsibility, the nature of the job, and its place within the organizational hierarchy. Duties, on the other hand, refer to the responsibilities, tasks, and operations that an individual holding a specific job title is expected to perform. Example: The job title “Marketing Manager” indicates a role responsible for overseeing marketing operations, and the duties might include developing marketing strategies, managing campaigns, and supervising the marketing team.
7 example clauses Joint and several liability
What is Joint and Several Liability? Joint and several liability is a legal doctrine that allows a plaintiff to recover the full amount of damages from any one of multiple defendants, regardless of their individual share of the liability. In other words, each defendant can be held responsible for the entire obligation, and it is up to them to sort out their respective shares among themselves. When Should I Use Joint and Several Liability?
20 example clauses Jurisdiction and venue
What is Jurisdiction and Venue? Jurisdiction refers to the legal authority of a court to hear and decide a case. It can relate to the geographic area the court covers or the types of cases it can decide. Jurisdiction is essential because it determines whether a particular court has the power to make legal decisions and judgments in a case. Venue refers to the specific location or court where a legal case is heard.
16 example clauses
L
Landlord indemnification
What is Landlord Indemnification? Landlord indemnification is a contractual provision where the tenant agrees to protect the landlord from various types of financial loss or legal liability. This typically includes covering costs related to property damage, personal injury claims, or breaches of the lease agreement by the tenant. Essentially, it transfers certain risks from the landlord to the tenant. When Should I Use Landlord Indemnification? Landlord indemnification should be used in lease agreements or rental contracts to minimize the financial and legal risks for the landlord.
21 example clauses Landscape buffer
What is a Landscape Buffer? A landscape buffer is a design element used in urban planning and architecture to create a visual screen or barrier, typically composed of vegetation, to separate and define spaces. It serves several functions, such as enhancing privacy, reducing noise pollution, and improving the aesthetic appeal of an area. Landscape buffers are often implemented in settings where a transition between different land uses is needed, such as between commercial and residential zones.
4 example clauses Language of agreement
What is Language of Agreement? Language of agreement refers to the specific wording and phrases used within a contract or legal document to formalize an understanding between parties. It provides clarity and minimizes misunderstandings by precisely outlining each party’s rights, responsibilities, and obligations. This language is essential in conveying the mutual assent of parties entering into an agreement. When Should I Use Language of Agreement? You should use language of agreement when drafting any legal documents where parties are mutually consenting to terms.
8 example clauses Late payment penalty
What is a Late Payment Penalty? A late payment penalty is a fee or charge imposed on a payor for failing to make a required payment by the specified due date. This penalty serves as compensation for the inconvenience and potential financial impact caused by the delay. It also acts as a deterrent, encouraging timely payments. When should I use a Late Payment Penalty? You should use a late payment penalty in contracts or agreements where timely payments are critical to the financial health and stability of the business.
8 example clauses Launch Date
What is Launch Date? The term “Launch Date” refers to the specific day when a product, service, or project becomes available to the public or is officially introduced. This date is often the culmination of extensive planning, development, and testing, marking the transition from preparation to public offering. A launch date can be significant for various stakeholders, including the company, investors, and customers, as it often represents the beginning of sales or operations for a new offering.
17 example clauses Lead warning statement
What is a Lead Warning Statement? A Lead Warning Statement is a mandatory disclosure providing important information about the presence and risks of lead-based paint and lead-based paint hazards in certain properties. This statement is typically included in real estate transactions, especially those involving properties built before 1978, as lead paint was commonly used in residential construction until it was banned in that year in the United States. When should I use a Lead Warning Statement?
6 example clauses Lease renewal
What is lease renewal? Lease renewal refers to the process of extending the terms of an existing lease agreement between a landlord and a tenant. Typically, it involves negotiating and agreeing on new terms, such as rental price, lease duration, and any modifications to the original lease agreement. Lease renewal can occur when both parties are satisfied with the current arrangement and wish to continue their lease relationship. Example: A tenant has rented a commercial office space for a period of three years.
11 example clauses Lease termination
What is Lease Termination? Lease termination refers to the legal process or action of ending a lease agreement before its scheduled expiration date. This process can occur either through mutual agreement between the landlord and tenant, or by one party exercising their legal right to terminate, often due to a breach of contract or other stipulated conditions. Lease terminations are often accompanied by specific terms and conditions outlined within the lease contract.
10 example clauses Leased premises
What is a Leased Premises? A leased premises refers to a space or property that is rented out under a lease agreement. The lease outlines the terms and conditions under which the tenant occupies the property and the landlord receives payment. Leased premises can include commercial spaces such as offices, retail stores, and warehouses, as well as residential properties like apartments, houses, and vacation homes. When should I use a Leased Premises?
11 example clauses Leave entitlements
What is Leave Entitlements? Leave entitlements refer to the rights or benefits employees have to take time off from work while retaining their employment status and typically, their earnings. These entitlements can vary based on legislation, company policies, and contracts, and may cover various types of leave, such as annual leave, sick leave, parental leave, and more. When should I use Leave Entitlements? You should use leave entitlements when you need to take time off work for reasons that are typically covered under workplace policies or legal requirements.
11 example clauses Legal effect
What is Legal Effect? Legal effect refers to the legally binding power or consequences of a document, action, or decision. When a document or action has legal effect, it creates legal rights, obligations, or liabilities. This term is commonly used in the context of contracts, statutes, regulations, and court rulings where parties are bound by the terms and conditions outlined within them. When Should I Use Legal Effect? You should consider legal effect in the following contexts:
14 example clauses Legal name and jurisdiction of formation
What is a Legal Name and Jurisdiction of Formation? A Legal Name and Jurisdiction of Formation refers to the official registered name of a business entity and the geographical area where it was legally established. The jurisdiction can be a specific state or country depending on where the business was formed and registered. Example: “XYZ Corporation, a Delaware corporation” The legal name is the name under which the entity was registered, and the jurisdiction of formation indicates the laws governing the entity’s creation and operation.
6 example clauses Legally compelled disclosure
What is Legally Compelled Disclosure? Legally compelled disclosure refers to a situation where an individual or organization is required by law to disclose specific information. This requirement often arises in legal proceedings, regulatory investigations, or government audits where confidentiality agreements or privacy laws would otherwise restrict such disclosure. The obligation to disclose may stem from court orders, subpoenas, or statutory requirements. When Should I Use Legally Compelled Disclosure? Legally compelled disclosure should be utilized when there is a legal mandate to provide information that would typically be kept confidential.
11 example clauses Legend on stock certificates
What is a Legend on Stock Certificates? A Legend on Stock Certificates is a statement or notation that is often printed on the face of a stock certificate. This legend provides information or imposes certain restrictions on the rights and transferability of the stock. Legends are used primarily to ensure that certain regulatory conditions are met or to communicate important information to the holder of the stock certificate about limitations and obligations.
8 example clauses Letter of indemnity
What is a Letter of Indemnity? A Letter of Indemnity (LOI) is a legal document that provides protection to one party from liabilities or losses that may occur due to certain specified actions or situations. Essentially, it is a form of assurance from the issuer that they will compensate the other party for any damages or costs incurred. When should I use a Letter of Indemnity? A Letter of Indemnity should be used in situations where one party needs to be assured against potential loss or damage.
17 example clauses Liability cap
What is a Liability Cap? A Liability Cap is a contractual clause that limits the amount one party can claim from another in the event of a loss or damage resulting from a breach of contract or negligence. This ceiling on potential liability provides predictability and financial security to both parties involved in the contract. When should I use a Liability Cap? You should consider using a liability cap in the following situations:
12 example clauses Liability disclaimer
What is a Liability Disclaimer? A liability disclaimer is a statement that aims to limit the legal responsibility of an individual or organization for any potential harm or damages that might arise from specific activities, services, or products. It is often used as a protective measure to safeguard against claims or lawsuits. When properly constructed, a liability disclaimer can serve as a deterrent to legal action by informing users, clients, or participants of potential risks and stating that the responsibility for these risks lies with them.
5 example clauses Liability for breach of contract
What is Liability for Breach of Contract? Liability for breach of contract refers to the legal responsibility that a party incurs when they fail to fulfill their obligations as stipulated in a contract. This liability can result in the breaching party being required to compensate the non-breaching party for any losses or damages incurred due to the breach. The primary aim is to put the non-breaching party in the position they would have been in had the contract been performed as agreed.
20 example clauses License back
What is a License Back? A “license back” is a legal agreement where one party grants certain rights to another party, while simultaneously receiving a license back to use certain aspects of the intellectual property originally licensed out. It is often used in business collaborations where both parties benefit from using each other’s technology or intellectual property. This mechanism ensures that the original owner retains some rights to use the licensed property, even while providing the licensee the ability to use it.
10 example clauses License fee
What is a License Fee? A license fee is a payment made by one party to another for the right to use a particular asset, intellectual property, or service. These fees can be a one-time payment or recurring and are typically outlined in a licensing agreement. The asset or property being licensed can range from software, patents, and trademarks, to media content, such as music or films. When Should I Use a License Fee?
15 example clauses License grant
What is a License Grant? A license grant is a legal provision in a contract that permits one party (the licensee) to use certain rights, property, or products owned by another party (the licensor). This grant outlines the scope, terms, and conditions under which the licensee can use the licensed material, ensuring that the licensor maintains control over their intellectual property or resources while allowing the licensee to benefit from its use.
13 example clauses Licensed rights
What is Licensed Rights? Licensed rights refer to the permissions granted by the owner of certain rights, usually intellectual property (IP) such as copyrights, trademarks, patents, or other exclusive rights, to another party. These permissions allow the licensee to use, reproduce, distribute, or otherwise engage with the protected material in specific ways, defined by the terms of the licensing agreement. When Should I Use Licensed Rights? You should consider obtaining licensed rights under circumstances such as:
12 example clauses Lien waiver
What is a Lien Waiver? A Lien Waiver is a legal document used in the construction industry which provides evidence that a contractor, subcontractor, or supplier has received payment and thereby waives any future lien rights to the property in question. It essentially protects the property owner from having a lien placed against the property for unpaid work or materials after the issuing party receives payment. When should I use a Lien Waiver?
4 example clauses Limitations of liability
What is Limitations of Liability? Limitations of liability are clauses in contracts that specify the extent to which a party will be held liable for damages or losses incurred by the other party. These clauses serve to cap, exclude, or limit the amount or types of damages one party can recover from another in the event of a breach of contract or other issues. This is an essential risk management tool used to protect parties against unforeseen liabilities.
15 example clauses Liquidity covenant
What is a Liquidity Covenant? A liquidity covenant is a financial stipulation included in loan agreements or credit facilities, designed to ensure that the borrower maintains a certain level of liquidity. It acts as a safeguard for lenders by requiring the borrower to uphold enough liquid assets, such as cash or cash equivalents, to cover short-term obligations and potential downturns in business. When Should I Use a Liquidity Covenant? A liquidity covenant should be used in scenarios where maintaining liquidity is crucial for the borrower’s operational stability and for the lender’s risk management.
12 example clauses
M
Management bonus
What is a Management Bonus? A Management Bonus is a form of incentive payment given to managers within an organization. It is typically awarded based on the company’s performance, the achievement of specific goals, or the individual performance of the manager. These bonuses are designed to motivate managers to achieve high-performance levels and align their objectives with the strategic goals of the company. When Should I Use a Management Bonus? You should use a Management Bonus when you want to:
15 example clauses Merger clause
What is a Merger Clause? A Merger Clause, also known as an integration clause or entire agreement clause, is a provision commonly included in contracts that declares the written agreement to be the complete and final agreement between the parties. It indicates that all prior negotiations, understandings, and agreements are merged into the written document and are not binding unless they are explicitly stated in the contract. When should I use a Merger Clause?
27 example clauses Minimum Commitment
What is Minimum Commitment clause? Minimum Commitment refers to an obligation within a contract that mandates one party to engage in or fulfill a certain level of activity or purchase a minimum quantity or value of goods or services over a specified period. This concept ensures a base level of engagement or consumption, providing a level of financial predictability and stability for the provider of the goods or services. When Should I Use Minimum Commitment?
9 example clauses Minimum purchase requirements
What is Minimum Purchase Requirements? Minimum purchase requirements refer to contractual stipulations that obligate a buyer to purchase a specified minimum quantity of goods or services within a set period. The purpose is to ensure a steady demand for the seller’s products, which can help stabilize production and forecast revenue more accurately. These requirements are often imposed by suppliers to secure long-term partnerships and manage inventory and production efficiently. When should I use Minimum Purchase Requirements?
17 example clauses Miscellaneous provisions
What is “Miscellaneous Provisions”? “Miscellaneous provisions” refer to sections within a contract or legal document that cover various non-specific but essential terms and conditions. These provisions ensure that the contract is comprehensive and can address situations that are not anticipated in the primary terms of the agreement. They include clauses related to jurisdiction, amendments, severability, and force majeure, among others. When should I use “Miscellaneous Provisions”? You should use miscellaneous provisions in any contractual agreement where it is important to cover issues that might not strictly relate to the main terms or objectives of the contract but are nonetheless critical for defining the rights and obligations of the parties involved.
15 example clauses Modification
What is Modification? Modification refers to the process of making changes to a particular item, document, or agreement to better suit the needs of the parties involved or to update its terms to reflect new circumstances. In legal and contractual contexts, a modification is an alteration to the terms of a contract, which is agreed upon by all parties involved. When should I use Modification? Modifications are often necessary in various situations, such as:
16 example clauses Modification of agreement
What is a Modification of Agreement? A Modification of Agreement refers to any negotiated change to the original terms of a contract. Modifications can arise due to evolving circumstances, the need for clarification, or mutual desire to adjust the terms initially agreed upon. This process ensures that the contract remains relevant and accurately reflects the intentions and responsibilities of the involved parties. When should I use a Modification of Agreement? You should consider using a modification of agreement in the following scenarios:
15 example clauses Monetary consideration
What is Monetary Consideration? Monetary consideration refers to a payment or financial compensation exchanged between parties in a contract. It denotes the value that each party agrees to give or perform under the terms of a legal agreement or contract. This consideration is essential for the enforceability of a contract, as it signifies that each party has something to gain or lose. Monetary consideration is typically expressed in terms of money, such as cash, check, or electronic transfer.
5 example clauses Month to month tenancy
What is month-to-month tenancy? Month-to-month tenancy is a type of rental agreement in which the tenant rents from the landlord one month at a time. Unlike long-term leases, this arrangement automatically renews unless notice is given by either party to terminate it. This provides greater flexibility for both tenants and landlords, who are not locked into extended commitments. When should I use month-to-month tenancy? A month-to-month tenancy is ideal in several situations:
8 example clauses Monthly retainer
What is a Monthly Retainer? A monthly retainer is a predetermined fee paid to a service provider for a set range of services over a specified period, usually every month. This arrangement benefits various professionals, such as consultants, lawyers, designers, and digital marketers. It ensures steady compensation for the service provider and gives clients predictable monthly costs for ongoing services. When should I use a Monthly Retainer? You should consider using a monthly retainer in the following scenarios:
12 example clauses Most favored customer
What is Most Favored Customer? The term Most Favored Customer (MFC) refers to a contractual agreement between a seller and a buyer where the seller guarantees the buyer the most favorable pricing that it offers to any of its other customers. This arrangement ensures that the buyer will not pay more than other clients who receive special preferences or discounts. The MFC clause is primarily used to maintain competitive equity among customers and prevent price discrimination.
5 example clauses Most favored nation
What is Most Favored Nation? “Most Favored Nation” (MFN) is a clause used mainly in international trade agreements and various types of contracts that ensures a party receives equal treatment or, in some cases, the best possible terms available. This means if a party, such as a country or business, offers more favorable terms to any other party, the same terms must be extended to the party with the MFN status.
15 example clauses Mutual agreement
What is Mutual Agreement? Mutual agreement is a condition in which two or more parties reach a consensus or express a shared understanding concerning particular terms or conditions. It implies that all participants consent to an offer made by one party, with acknowledgment and acceptance by the others. This agreement is fundamental in establishing enforceable legal contracts, as it signifies that all parties are willingly entering into the contract and are bound by its terms.
7 example clauses Mutual confidentiality
What is Mutual Confidentiality? Mutual confidentiality refers to a situation where two or more parties agree to keep certain shared information private and not disclose it to others. This is often used in professional or business contexts where sensitive information is exchanged between parties. A mutual confidentiality agreement ensures that all participants are legally bound to protect the confidentiality of the information shared among them. When should I use Mutual Confidentiality?
8 example clauses Mutual general release
What is a Mutual General Release? A mutual general release is a legal agreement between two or more parties whereby each party agrees to release the other(s) from any claims, liabilities, or legal actions that they may have against each other. This type of agreement typically signifies the resolution of a dispute or the conclusion of a business relationship, ensuring that neither party can pursue further legal action related to the specific issues outlined in the release.
8 example clauses Mutual indemnification
What is Mutual Indemnification? Mutual indemnification is a contractual provision in which each party agrees to compensate the other for certain damages or losses that may arise during the course of their agreement. It serves as a risk management tool, protecting the parties from liability for certain actions or occurrences. The mutual aspect means that both parties have indemnification obligations towards each other, promoting a balance in responsibility and risk allocation.
12 example clauses Mutual indemnity
What is Mutual Indemnity? Mutual indemnity is a contractual arrangement between two parties in which each party agrees to hold the other harmless and compensate or indemnify them for damages or losses arising out of specified liabilities or incidents. This type of clause helps in mitigating risk by ensuring that both parties assume responsibility for their own negligence, thereby fostering a balance of accountability. When Should I Use Mutual Indemnity? You should consider using a mutual indemnity clause in situations where:
14 example clauses Mutual limitation of liability
What is Mutual Limitation of Liability? Mutual Limitation of Liability is a contractual provision that restricts the amount or types of damages that parties can recover from each other under specific circumstances. It typically aims to cap the financial exposure for both parties in the event of a breach of contract or other liabilities. By agreeing to mutually limit liability, both parties seek to prevent potentially crippling financial consequences and promote a balanced risk distribution.
3 example clauses Mutual nondisparagement
What is Mutual Nondisparagement? Mutual nondisparagement is a clause often found in contracts that prevents both parties from making negative statements about each other. The clause is designed to protect the reputation of the entities involved and to ensure that the relationship between them remains positive or at least neutral, even after the contract has ended. When Should I Use Mutual Nondisparagement? You should consider using a mutual nondisparagement clause in any agreement where the reputation of the involved parties is a significant concern.
16 example clauses Mutual release
What is Mutual Release? A Mutual Release is a legal agreement between two or more parties where each party agrees to release the other from any claims, liabilities, or obligations arising from a particular contract, dispute, or situation. This means that once the mutual release is signed, none of the parties can pursue legal action against each other regarding the released claims. The objective is to formally and mutually end any further disputes or obligations related to the matter at hand.
9 example clauses Mutual release of all claims
What is Mutual Release of All Claims? A “Mutual Release of All Claims” is a legal agreement between two parties where each party agrees to release the other from all potential legal claims, disputes, or liabilities. This agreement is typically used to settle existing disputes by ensuring that both parties relinquish any right to pursue further legal action against each other regarding the matter in question. It’s a way of putting an end to legal conflicts, providing a clean break and peace of mind to both entities involved.
20 example clauses Mutual termination
What is mutual termination? Mutual termination is a legal agreement between two parties to end a contract or agreement by mutual consent. It allows both parties to walk away from their contractual obligations without incurring penalties or liabilities typically associated with a breach of contract. This type of termination generally indicates that both parties agree that continuing the contract is not beneficial or desired. When should I use mutual termination? Mutual termination should be considered when both parties recognize that it is in their best interests to dissolve the contract.
19 example clauses Mutual waiver of consequential damages
What is a Mutual Waiver of Consequential Damages? A Mutual Waiver of Consequential Damages is a contractual provision where both parties agree to relinquish the right to claim consequential damages from each other. Consequential damages, also known as “indirect” or “special” damages, are losses that do not flow directly from the breach of contract but occur as a result of the breach. They can include lost profits, loss of business opportunities, or reputational harm, among others.
7 example clauses Mutual waiver of subrogation
What is a Mutual Waiver of Subrogation? A Mutual Waiver of Subrogation is an agreement between two parties to waive their respective rights to pursue subrogation claims against each other’s insured losses. Subrogation refers to the right of an insurance company to pursue a legal claim against third parties that may have caused insurance loss to their insured. By agreeing to a mutual waiver, both parties acknowledge that they will not hold each other responsible for any insured loss and will not involve each other’s insurers in claims.
15 example clauses
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Name and likeness
What is Name and Likeness? “Name and likeness” refers to the use of a person’s identity—specifically their name, image, and other identifiable attributes like voice or signature—in various forms of media, marketing, or other public contexts. This concept is central to the right of publicity, which protects individuals against unauthorized commercial exploitation of their identity. It ensures that people, including athletes, celebrities, and ordinary individuals, can control and benefit from the use of their name and likeness.
11 example clauses Name change amendment
What is a Name Change Amendment? A Name Change Amendment is a formal document used to officially alter the name of an individual or entity within a legal or contractual context. It serves to update all relevant records to reflect the new name, ensuring consistency and accuracy across all legal documents and agreements. This amendment is crucial in maintaining the integrity and enforceability of contracts, licenses, and memberships. When should I use a Name Change Amendment?
17 example clauses Nature of work
What is the Nature of Work? The term “Nature of Work” refers to a detailed description of the duties, responsibilities, and conditions related to a particular job or position. It encompasses various elements such as the tasks to be performed, the work environment, the skills required, and the objectives of the role. This description provides a clear understanding of what is expected from an employee and helps in setting realistic job expectations.
6 example clauses Necessary further actions
What is Necessary further actions? “Necessary further actions” refers to additional steps or measures that are required to complete a process, fulfill obligations, or ensure compliance with the terms of an agreement. These actions are often stipulated in contracts or legal documents to address any unresolved issues that might arise after the primary terms have been implemented. When should I use Necessary further actions? You should use “necessary further actions” in instances where a contract or agreement needs to account for unforeseeable circumstances or potential gaps in the original terms.
9 example clauses Negative pledge
What is a Negative Pledge? A negative pledge is a clause commonly used in loan agreements and bond indentures, which prohibits the borrower from creating any future security interests on their assets that would rank ahead of the interests of existing secured lenders. Its main purpose is to maintain the borrower’s ability to offer collateral to the existing creditors or to keep their assets unencumbered, thereby protecting the lender’s interests.
8 example clauses Neutral reference
What is a Neutral Reference? A neutral reference is a term used in employment practices that refers to a very basic form of employment verification provided by an employer. It usually includes minimal information such as the dates of employment, position held, and sometimes the final salary or hourly pay rate. Neutral references do not include any subjective commentary or additional details about the employee’s performance or conduct. Neutral references are often given to avoid potential legal risks associated with defamation or discrimination claims that can arise from more detailed references.
15 example clauses New york style closing
What is New York Style Closing? New York Style Closing is a method of finalizing a real estate transaction commonly used in New York and some other states. It involves signing all necessary documents and completing the financing and title transfer on the same day, known as the “closing date.” Unlike some other forms of closing, the New York Style does not require parties to meet in one location. When Should I Use New York Style Closing?
7 example clauses No agency relationship
What is “No Agency Relationship”? A “No Agency Relationship” clause is a provision in a contract that explicitly states that the parties involved do not intend to form an agency relationship. In legal terms, this means that neither party has the authority to act on behalf of the other party, nor to bind the other party in any manner. When should I use “No Agency Relationship”? You should use a “No Agency Relationship” clause in situations where you want to ensure that one party cannot represent the other.
12 example clauses No assignment
What is No Assignment? “No Assignment” clause specifies that the rights or obligations outlined in the contract cannot be transferred or assigned to another party without obtaining prior consent from the original contracting party. The purpose of this clause is to maintain control over who is involved in the contractual relationship and ensure that any changes in party involvement are formally agreed upon. When should I use No Assignment? You should consider using a No Assignment clause in contracts when:
14 example clauses No assignment or delegation
What is “No Assignment or Delegation”? “No Assignment or Delegation” is a contractual clause that prohibits either party in a contract from transferring their rights or obligations to another party without the prior consent of the counterparty. This ensures that the parties who originally entered into the agreement remain responsible for their respective duties and benefits under the contract, maintaining the intended balance and trust between them. When should I use “No Assignment or Delegation”?
12 example clauses No compensation
What is No Compensation? “No compensation” is a term used in legal and contractual contexts to indicate that a party will not receive any monetary or other forms of recompense for certain actions, omissions, or events. This condition might be specified in contracts, agreements, or policies. It is often employed to clarify expectations and responsibilities between parties. When should I use No Compensation? You should use a “no compensation” clause in situations where:
13 example clauses No hire
What does “No Hire” mean? “No Hire” is a term commonly used in the context of employment contracts or agreements to refer to a clause that restricts one party, typically a company or organization, from employing individuals who are currently employed by the other party. This is often designed to prevent one party from luring away valuable employees from the other party, especially after collaborative projects or partnerships. When should I use a “No Hire” clause?
13 example clauses No liens
What is No Liens? “No Liens” is a legal term used in the context of contract law, typically referring to a guarantee or assurance that a property or asset is free from any claims or legal holds by creditors. This means that the asset is not currently used as collateral for any debt and is not subject to any legal claims by third parties. It ensures that the property can be sold or transferred without any encumbrances impacting the transaction.
13 example clauses No partnership or agency
What is “No Partnership Or Agency”? “No Partnership Or Agency” is a standard clause included in various agreements or contracts to explicitly clarify the nature of the relationship between the parties involved. This clause asserts that the relationship between the parties should not be interpreted or construed as a partnership, joint venture, or agency. It ensures that neither party has the authority to act on behalf of the other or bind the other in any agreement or contract.
13 example clauses No reverse engineering
What is No Reverse Engineering? “No Reverse Engineering” is a clause often found in software licenses and contractual agreements. It prohibits the user from analyzing the software’s structure, design, and functionality by any means, such as decompiling, disassembling, or using reverse-engineering tools. This provision helps protect the proprietary software’s intellectual property by restricting users from creating competitive products based on reverse-engineered insights. When should I use No Reverse Engineering? You should include a “No Reverse Engineering” clause when you want to safeguard the intellectual property of your software or technology.
21 example clauses No smoking
What is a “No Smoking” Clause? A “No Smoking” clause is a provision included in a contract or lease that prohibits smoking in certain areas or on certain properties. The clause may cover tobacco, e-cigarettes, and other substances, and is typically aimed at promoting health, safety, and air quality. It can also help reduce fire hazards and property damage. When Should I Use a “No Smoking” Clause? You should use a “No Smoking” clause when you want to restrict smoking in specific environments.
12 example clauses No third party beneficiaries
What is “No Third Party Beneficiaries”? The term “No Third Party Beneficiaries” is a clause found in many contracts that expressly stipulates that the contract does not confer any rights or benefits to any person or entity other than the parties involved in the agreement. This clause is intended to prevent third parties who are not signatories from claiming any benefits or rights from the contract. When should I use “No Third Party Beneficiaries”?
14 example clauses No third party beneficiary rights
What is “No third party beneficiary rights”? “No third party beneficiary rights” is a contractual clause stipulating that only the parties explicitly named in the contract have any rights or obligations under the contract. This means that individuals or entities not party to the agreement cannot claim any benefits or enforce any provisions of the contract. When should I use “No third party beneficiary rights”? You should use a “No third party beneficiary rights” clause in a contract when you want to ensure that only the signatories to the contract can enforce its terms and benefits.
26 example clauses Non-Binding Nature
What is Non-Binding Nature Clause? The term “Non-Binding Nature” refers to elements of an agreement, statement, or document that are not legally enforceable. Unlike binding contracts, which obligate the parties involved to follow through with the terms stipulated, non-binding documents serve as guidelines, expressions of intent, or preliminary understandings. These documents typically carry moral but not legal weight and do not compel fulfillment in a court of law. When should I use Non-Binding Nature Clause?
16 example clauses Not for distribution
What is “Not for Distribution”? “Not for distribution” is a label or notice used to indicate that a particular document, information, or material should not be shared or disseminated beyond its intended limited audience. This restriction is typically employed to protect sensitive information and ensure that it is only accessed by authorized individuals or entities. When should I use “Not for Distribution”? The “Not for distribution” notice should be used when you have content that is meant to remain confidential and only accessible to a specific group of people.
8 example clauses Notice and opportunity to cure
What is notice and opportunity to cure? “Notice and opportunity to cure” is a contractual provision that allows a party to correct a breach of the contract within a specified timeframe before the other party can take further action, such as terminating the contract or seeking legal remedies. This clause aims to facilitate resolution and maintain the business relationship by providing a chance to address and fix the issues. When should I use notice and opportunity to cure?
12 example clauses Notice of disposition
What is a Notice of Disposition? A “Notice of Disposition” is a formal announcement or document that provides information about the scheduled sale or transfer of property. This notice is often utilized in legal and financial contexts, particularly concerning secured transactions and foreclosure proceedings. It specifies important details such as the property to be disposed of, the method of disposition (sale, auction, etc.), and the date, time, and location of the event.
18 example clauses Notice period
What is Notice Period? A Notice Period refers to the length of time an employee must continue to work for their employer after they have announced their intention to leave their job. It can also apply to the amount of warning an employer must provide an employee before terminating their employment. The notice period acts as a transitional window for both the employer to find a replacement or reallocate tasks and for the employee to make necessary arrangements for their next career step.
15 example clauses Notice provision
What is a Notice Provision? A Notice Provision is a clause commonly found in legal contracts that outlines the required procedure and details for formally communicating between parties involved. This provision specifies how notices should be given, received, and when they are considered effective. It ensures that all parties are informed of their obligations, rights, or changes in circumstances in an agreed-upon manner. When Should I Use a Notice Provision? A Notice Provision should be included in a contract when:
16 example clauses Notices
What is a Notice clause? A “Notice” is a formal written or verbal communication intended to inform, alert, or notify a party about specific information or actions they need to be aware of. Notices are often utilized to outline rights, obligations, changes, or other pertinent details within agreements or legal settings. They serve as an official record of communication between parties, ensuring transparency and accountability. When should I use a Notice clause?
10 example clauses
O
Ofac certification
What is OFAC Certification? OFAC Certification refers to documentation or statements asserting compliance with the regulations set forth by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC). OFAC administers and enforces economic and trade sanctions based on U.S. foreign policy and national security goals. These sanctions can apply to targeted foreign countries and regimes, terrorists, international narcotics traffickers, those engaged in the proliferation of weapons of mass destruction, and other threats to national security.
11 example clauses Offset
What is Offset Clause? Offset is a financial term used broadly across various industries, including accounting, trade, contract law, and environmental practices. At its core, an offset serves as a counterbalance or a method to neutralize or reduce a liability or obligation. In different contexts, offset can take on specific meanings: In Accounting: An offset can refer to entries that balance one another out, often seen in double-entry bookkeeping. In Environmental Practices: Offsets are used to counteract carbon emissions by funding equivalent carbon dioxide saving projects.
4 example clauses Option to extend lease term
What is an Option to Extend Lease Term? An Option to Extend Lease Term is a contractual provision that gives the tenant the right, but not the obligation, to extend the duration of an existing lease agreement for an additional period. This option is typically negotiated at the beginning of the lease and specifies the conditions under which the lease can be extended, including the duration of the extension and any changes in rent or terms.
14 example clauses Option to renew term
What is an Option to Renew Term? An Option to Renew Term is a clause commonly found in contracts, particularly in lease agreements, that provides the lessee or party involved the right, but not the obligation, to extend the term of the agreement for an additional specified period. This option must typically be executed by notifying the lessor or the other party within a stipulated time frame before the current term expires.
3 example clauses Order description
What is Order Description? An Order Description is a detailed account or outline of goods or services specified within a purchase order or contract. It serves to clearly communicate the expectations and specific requirements of the buyer to the seller, ensuring all parties have a mutual understanding of the transaction details. This description helps prevent misunderstandings or disputes by delineating precisely what is being ordered, including quantity, quality, specifications, and sometimes even price.
3 example clauses Outstanding fees
What is an Outstanding Fee? An outstanding fee refers to any amount of money that is owed but has not yet been paid. This term is commonly used in various fields such as finance, education, healthcare, and business to denote overdue payments. Outstanding fees can accumulate interest or late fees over time, increasing the amount owed. When Should I Use “Outstanding Fee”? You should use the term “outstanding fee” when discussing any unpaid obligations or overdue payments.
13 example clauses Ownership of deliverables
What is Ownership of Deliverables? Ownership of deliverables refers to the legal rights and responsibilities associated with the outputs or end-products created through a project or contractual arrangement. These can include reports, prototypes, software, designs, and any other work products generated during a project. The ownership determines who has ultimate control over the use, distribution, and modification of these deliverables. When should I use Ownership of Deliverables? Ownership of deliverables should be addressed whenever a contract involves the creation of specific outputs.
17 example clauses Ownership of proprietary information
What is Ownership of Proprietary Information? Ownership of proprietary information refers to the legal rights and control a company or individual holds over non-public information that gives them a competitive advantage. This can include trade secrets, business plans, customer lists, marketing strategies, and proprietary techniques or processes. Protecting proprietary information is crucial for maintaining a competitive edge and ensuring that sensitive data is not misused by unauthorized parties. When should I use Ownership of Proprietary Information clauses?
13 example clauses Ownership of work product
What is Ownership of Work Product? Ownership of Work Product refers to the legal rights over the materials, intellectual property, or results created in the course of a project or employment. This concept dictates who has the rights to use, modify, distribute, or sell the work. When should I use Ownership of Work Product? The term should be used whenever there is a collaborative project, freelance work, employment, or any scenario where a final product or creation is generated.
10 example clauses
P
Partnership representative
What is a Partnership Representative? A Partnership Representative is an individual or entity designated to act on behalf of a partnership in dealing with the IRS during audits and other tax matters. This role was established under the Bipartisan Budget Act of 2015 (BBA), which significantly changed how partnerships handle IRS audits and related procedures, shifting much of the responsibility and authority away from individual partners to the partnership representative.
12 example clauses Payment for services rendered
What is Payment for Services Rendered? Payment for services rendered refers to the compensation provided to an individual or entity in exchange for the work they have completed or services they have provided. It formalizes the financial transaction between a service provider and a client, ensuring that the provider is remunerated for their efforts. This concept is integral to various industries where services rather than goods are primarily exchanged. When Should I Use Payment for Services Rendered?
15 example clauses Payment terms
What are Payment Terms? Payment terms are the conditions set between a buyer and seller that outline the terms under which payments are to be made. These terms define how, when, and under what conditions a payment is to be made by the buyer to the seller for goods or services provided. Payment terms help ensure clarity and understanding between parties, minimize disputes, and potentially encourage timely payment through the use of incentives or penalties.
9 example clauses Penalty clause
What is a Penalty Clause? A penalty clause is a provision in a contract that imposes a financial penalty on a party if they fail to meet certain obligations or deadlines specified in the contract. This type of clause is typically designed to incentivize performance and discourage breaches or delays by attaching a monetary consequence to non-compliance. Unlike liquidated damages, which are a pre-estimate of loss agreed upon by the parties, a penalty clause is intended primarily to penalize the breaching party rather than to compensate the non-breaching party for any actual loss.
19 example clauses Per diem
What is Per Diem? Per diem is a Latin term that translates to “per day” or “for each day.” In the context of business and employment, it typically refers to a daily allowance provided to employees to cover expenses incurred while traveling for work. Commonly, it covers meals, lodging, and other incidental expenses. When Should I Use Per Diem? You should use a per diem allowance when: Employees are required to travel for business purposes and incur expenses away from their usual place of business.
7 example clauses Performance bond
What is a Performance Bond? A Performance Bond is a type of surety bond issued by an insurance company or a bank to guarantee satisfactory completion of a project by a contractor. It provides a financial assurance to the project owner that the contractor will perform the work in accordance with the contract specifications. If the contractor fails to deliver the project as agreed, the bond covers the financial losses incurred by the project owner.
11 example clauses Performance bonus
What is a Performance Bonus? A performance bonus is a form of additional compensation awarded to employees based on their performance and contribution to the company’s success. It is often used as an incentive to encourage and reward employees who exceed set targets or demonstrate exceptional work. Performance bonuses can be distributed annually, quarterly, or even monthly, depending on the company’s policy and the nature of the work. When should I use a Performance Bonus?
11 example clauses Performance guarantee
What is a Performance Guarantee? A performance guarantee is a financial instrument provided by a third party, usually a bank or an insurance company, to ensure that specific obligations under a contract are fulfilled. It serves as a risk management tool, offering protection to the party benefiting from the guarantee by ensuring compensation if the other party fails to meet their contractual commitments. When should I use a Performance Guarantee? A performance guarantee should be considered in various scenarios where there’s a potential risk of non-performance or incomplete fulfillment of contractual terms.
9 example clauses Performance warranty
What is a Performance Warranty? A performance warranty is a contractual assurance provided by the seller or manufacturer that a product will perform to a specified level or standard for a certain period. This warranty ensures that the buyer is protected against defects or failures in the product’s performance and can seek remedies if the product does not meet the promised standards. Performance warranties can cover various aspects, such as functionality, efficiency, and durability.
10 example clauses Personal data breach
What is a Personal Data Breach Clause? A Personal Data Breach Clause refers to a security incident clause in which there’s an unauthorized or accidental access, disclosure, alteration, loss, or destruction of personal data. This can result in a compromise of the confidentiality, integrity, or availability of personal data. Personal data breaches can happen when data is exposed to unauthorized individuals, applications, or systems and may involve digital data (such as information stored on computers or transmitted over networks) or physical data (such as printed documents).
5 example clauses Prevailing market rate
What is the prevailing market rate? The prevailing market rate refers to the current average rate for a good, service, or asset that is exchanged in competitive market conditions. This rate reflects the supply and demand dynamics at a particular time and can vary based on location, quantity, and quality of the product or service. It is commonly used in contract negotiations and legal contexts to ensure that compensation or pricing is fair and aligned with market conditions.
12 example clauses Price changes
What is Price Changes? Price changes refer to the adjustments made to the cost of goods or services. These adjustments can be due to various factors including market fluctuations, inflation, changes in demand and supply, or alterations in production costs. Price changes can be temporary or permanent and can occur for both wholesale and retail prices. When Should I Use Price Changes? You should consider implementing price changes in the following scenarios:
5 example clauses Price escalation
What is Price Escalation? Price escalation refers to the increase in prices of goods or services over a period. This may occur due to inflation, increased costs of production, changes in demand and supply, or external economic factors. It is a common phenomenon in various industries and can significantly impact contract management, budget planning, and financial forecasting. When should I use Price Escalation? You should consider price escalation in scenarios where:
7 example clauses Pricing grid
What is a Pricing Grid? A Pricing Grid is a structured tool used to determine the pricing of goods, services, or financial products based on specific criteria or conditions. It is commonly represented in a tabular format where different pricing tiers or options are listed, often related to volume, term, or other variables. Pricing grids provide clarity and consistency in pricing decisions and help manage complex pricing arrangements. When should I use a Pricing Grid?
13 example clauses Prior inventions
What are Prior Inventions? “Prior Inventions” refers to inventions, ideas, or works that an individual or entity has developed before entering into a contractual agreement, often in the context of employment or intellectual property agreements. These prior inventions are acknowledged in legal terms to ensure that they are not subject to claims or ownership changes by the new party or employer. When should I use Prior Inventions? You should use “Prior Inventions” in contracts and legal documents when:
8 example clauses Probation period
What is a Probation Period? A Probation Period is a specific timeframe at the beginning of an employment relationship during which an employer evaluates a new employee’s performance and suitability for the role. It allows both the employer and the employee to assess whether the job and the employee are compatible. Typically, during this period, either party can terminate employment with minimal notice. When Should I Use a Probation Period? You should implement a Probation Period when hiring a new employee to ensure that the individual meets the expectations and requirements of the role.
19 example clauses Probationary period
What is a Probationary Period? A probationary period is a designated timeframe at the start of an employment relationship during which an employee’s performance and fit for the role are closely evaluated. Typically, this period allows both the employer and employee to assess compatibility with the position and the company. It is also a time when certain contractual benefits or protections might not be fully applicable to the employee. When should I use a Probationary Period?
12 example clauses Product warranty
What is a Product Warranty? A product warranty is a written guarantee issued to the purchaser of a product, promising to repair or replace it if necessary within a specified period of time. It serves as a commitment from the manufacturer or seller that the product meets certain quality and reliability standards. Product warranties can cover a range of issues, including defects, malfunctions, and even performance. When should I use a Product Warranty?
15 example clauses Proprietary property
What is Proprietary Property? Proprietary property refers to property that is owned by an individual or a legal entity, where exclusive rights are held by the owner to use, sell, or distribute the property as they see fit. This term often applies to both tangible and intangible assets, including patents, trademarks, copyrights, trade secrets, and other intellectual property. Proprietary property is characterized by its protected status under law, ensuring that the owner has exclusive control over how it is used and that others cannot leverage it without permission.
14 example clauses Proprietary Rights
What are Proprietary Rights? Proprietary rights refer to the legal rights that an individual or entity has over property or information. These can include both tangible and intangible assets, such as real estate, inventions, brands, and intellectual property. Proprietary rights allow the owner to control, use, and license their property as they see fit, often to the exclusion of others. When should I use Proprietary Rights? Understanding and asserting proprietary rights is important in various scenarios, such as:
12 example clauses
Q
Quiet enjoyment
What is Quiet Enjoyment? Quiet enjoyment is a legal term typically found in real estate and rental agreements. It refers to the tenant’s right to enjoy their rented property without interference from the landlord or any third party. This means tenants can live, use, and benefit from the property in peace, without disturbances or unlawful interruptions. This covenant is implied in most lease agreements, even if not expressly stated. When should I use Quiet Enjoyment?
16 example clauses
R
Reassignment
What is Reassignment Clause? Reassignment refers to the process of transferring an asset, task, or responsibility from one party to another. This term is often used in contractual agreements, employment contexts, and asset management. In essence, reassignment involves changing the designated owner or person responsible for specific duties or assets. When Should I Use Reassignment Clause? You should consider using reassignment in situations where: An employee’s role or responsibilities within a company are changing, and tasks need to be redistributed.
10 example clauses Redemption
What is Redemption Clause? Redemption is a financial term that refers to the process of repaying or buying back a financial instrument, such as bonds, shares, or even a property, before its maturity or an agreed time. It involves the issuer returning the principal amount and any accrued interest to the investor, effectively closing the financial arrangement. In some contexts, it also applies to redeeming vouchers or coupons. When should I use Redemption Clause?
20 example clauses Refundable deposit
What is a Refundable Deposit? A refundable deposit is a sum of money paid in advance as part of a contract or agreement, which is intended to serve as security for the fulfillment of an obligation. This deposit is refundable to the payer upon the completion of specified conditions or terms outlined in the agreement, assuming no breaches or damage occur. Refundable deposits are commonly used to protect the interests of a service provider or property owner and encourage the proper upkeep of rented or borrowed items and spaces.
11 example clauses Release of obligations
What is Release of Obligations? A Release of Obligations is a legal document or clause within a contract that formally relinquishes one party from their duties or responsibilities under the terms of the agreement. This release can be partial or complete and typically requires mutual consent from all parties involved. This formal agreement ensures that no further claims can be made against the released party concerning the specified responsibilities. When should I use a Release of Obligations?
21 example clauses Remedies
What is a Remedy clause in contracts? In the context of law and contracts, a remedy refers to the means by which a court enforces a right, imposes a penalty, or makes another court order to impose its will. Remedies are typically used to resolve disputes and compensate for harm or injury caused by one party’s actions or failure to act. They are a critical aspect of contracts and legal disputes because they provide the resolution mechanism for breaches or disagreements, ensuring that the aggrieved party can recover what is due to them.
13 example clauses Remedies For Breach
What is a Remedy for Breach? A remedy for breach refers to the legal solutions available when one party fails to fulfill their obligations under a contract. When a breach occurs, the non-breaching party can seek remedies to either enforce the contract or seek compensation for losses. Remedies are typically outlined within the contract itself and can include damages, specific performance, rescission, or reformation. When should I use a Remedy for Breach?
11 example clauses Removal of personal property
What is Removal of Personal Property? “Removal of personal property” refers to the process or stipulation in a contract regarding the taking away of personal belongings from a property, typically at the end of a lease or following the sale of real estate. This term ensures that all movable items belonging to the tenant or previous owner are cleared before the property is vacated or transferred to the new owner.
30 example clauses Renewal option
What is a Renewal Option? A Renewal Option is a clause commonly found in various contracts, giving a party the right to extend the term of the agreement beyond its original end date. This option provides flexibility and ensures continuity in relationships without the need to renegotiate and draft an entirely new contract. Renewal options are most often seen in lease agreements, service agreements, and employment contracts. When Should I Use a Renewal Option?
12 example clauses Renewal term
What is a Renewal Term? A Renewal Term refers to a specific duration that follows the initial term of a contract, during which the contract can continue to be in effect as originally negotiated. Typically, a Renewal Term automatically extends the contract unless one of the parties opts out or provides notice to terminate. This concept ensures that business relationships, services, or leases can carry on seamlessly without having to renegotiate and draft a new contract from scratch each time the original term expires.
13 example clauses Rent abatement
What is Rent Abatement? Rent abatement is a provision in a lease agreement where the tenant is temporarily allowed to reduce or eliminate rent payments. This provision is typically included to account for situations where the tenant cannot use the leased property, often due to circumstances beyond their control, such as significant property damage or delayed possession. By including a rent abatement clause, parties establish a mechanism for financial relief for the tenant while maintaining the landlord-tenant relationship.
8 example clauses Rent coverage ratio
What is the Rent Coverage Ratio? The Rent Coverage Ratio (RCR) is a financial metric used to evaluate the ability of a property to generate enough income to cover its rental expenses. It is calculated by dividing the Net Operating Income (NOI) of the property by the total rent liabilities. The ratio provides insight into the financial health and viability of a rental property or real estate investment. When should I use the Rent Coverage Ratio?
5 example clauses Representations and warranties
What are Representations and Warranties? Representations and warranties are statements of fact and assurances provided by parties in a legal contract. They are used to affirm that certain conditions or statements are true and serve to allocate risk between parties by laying out the facts of a deal. Representations are statements of fact about the present or past. Warranties are promises about future conditions. Both are crucial to ensuring that both sides have a common understanding and provide a mechanism for recourse if these statements prove to be false.
13 example clauses Retroactive effectiveness
What is Retroactive Effectiveness? Retroactive effectiveness refers to a provision that allows a contract, agreement, or legislative act to apply to events or actions that occurred prior to the date on which it was officially enacted or signed. This concept is used to ensure that the terms and conditions stipulated are applied as if they had been in effect from an earlier date. When should I use Retroactive Effectiveness? Retroactive effectiveness should be used in situations where it is necessary to validate or enforce actions that have already taken place before the formal execution of a contract or agreement.
18 example clauses Return of company property
What is “Return of company property”? “Return of company property” refers to a clause or policy that mandates employees to return any property belonging to the company upon the termination of their employment. This property can include, but is not limited to, laptops, mobile phones, keys, ID badges, proprietary documents, and any other materials or equipment. When should I use “Return of company property”? You should use a “Return of company property” clause anytime an employee’s tenure with the company is ending, whether through resignation, termination, or retirement.
19 example clauses Return Or Destruction of Confidential Information
What is Return or Destruction of Confidential Information? Return or Destruction of Confidential Information refers to clauses typically found in contracts that mandate the proper management of confidential and sensitive information at the conclusion of a business relationship. These clauses stipulate that upon termination or completion of a contract, any information deemed confidential must either be returned to the original owner or destroyed in a manner that protects its confidentiality.
18 example clauses Right of first offer to purchase
What is Right of First Offer to Purchase? The Right of First Offer to Purchase (ROFO) is a contractual agreement in which the holder (usually a potential buyer) is given the first opportunity to purchase a property (real estate, business, assets, etc.) if the owner decides to sell. It obligates the owner to negotiate with the rights holder before entertaining offers from third parties. If the rights holder declines the offer or negotiations fail, the owner is then free to market the property to others.
16 example clauses Right to indemnification
What is Right to Indemnification? The “Right to Indemnification” refers to a legal provision often found in contracts, allowing one party to be compensated for losses incurred due to actions or inactions of another party. This right serves as a financial guarantee that aims to protect parties from potential risks associated with a contract. Indemnification ensures that a party is not financially burdened due to liabilities, damages, or losses arising during the performance of a contractual duty.
7 example clauses Royalty payment
What is a Royalty Payment? A royalty payment is a financial compensation made to a rights holder or creator for the continued use or exploitation of their intellectual property (IP). This compensation is usually in the form of a percentage of the revenue generated from the use of the IP, such as books, music, films, patents, or trademarks. Royalties are a crucial way to ensure that creators and inventors receive a fair return on their work.
21 example clauses
S
Savings clause
What is a Savings Clause? A Savings Clause is a provision within a contract that ensures that if one part of the contract is found to be unenforceable or invalid by a court of law, the remainder of the contract will still be enforceable and valid. It essentially “saves” the rest of the contract from being voided if a specific provision cannot be upheld. When should I use a Savings Clause?
22 example clauses Scope of processing
What is Scope Of Processing? The term “Scope of Processing” refers to the extent and boundaries within which data is processed within an organization, particularly in the context of data protection and privacy regulations like the GDPR (General Data Protection Regulation). It defines what kind of data is being processed, the purpose of the processing, and how it will be handled. This concept is crucial in ensuring compliance with legal and regulatory requirements, and it helps to establish a clear framework for data management practices.
4 example clauses Scope of services
What is Scope of Services? The term “Scope of Services” refers to a detailed and specific description of the tasks and responsibilities that a service provider is expected to perform under a contractual agreement. It outlines the exact nature, extent, and limitations of the services offered, serving as a vital point of reference for both the service provider and the client to understand their obligations. Key Components: Deliverables: Clearly defined outputs or results expected from the services provided.
11 example clauses Short form lease
What is a Short Form Lease? A Short Form Lease is a simplified version of a traditional lease agreement. It contains the most essential terms and provisions of a lease, usually formatted in a concise manner. Unlike a standard lease, which can be detailed and lengthy, a short form lease highlights key elements, such as the property description, rental terms, and obligations of both parties, while omitting more comprehensive clauses and details.
6 example clauses Sick Leave
What is Sick Leave? Sick Leave refers to the time off from work that an employee can take due to illness or health-related issues. It is a provision that allows workers to recuperate from ailments while maintaining their employment rights and job security. The purpose of sick leave is to ensure that employees can recover without the stress of losing income or their job position. Sick leave policies may vary depending on the employer, location, and applicable employment laws.
17 example clauses Sign on bonus
What is a sign-on bonus? A sign-on bonus is a financial incentive offered to a potential employee by an organization as an enticement to join the company. It is typically a one-time payment separate from an employee’s salary or other compensations. The purpose of a sign-on bonus is to attract talent, especially when there’s stiff competition for skilled workers or to compensate for relocation costs, to offset salary differences, or to entice professionals with highly sought-after skills.
10 example clauses Signage
What is Signage clause? A Signage Clause in a contract typically outlines the rights, obligations, and restrictions related to the use, placement, and maintenance of signs. This clause is often found in lease agreements, partnership agreements, franchise agreements, and other business contracts where visibility and branding are important. The clause ensures that both parties understand how signage can be used, who is responsible for its upkeep, and any limitations or approvals needed.
11 example clauses Signing bonus
What is a signing bonus? A signing bonus is a financial incentive offered by an employer to a prospective employee as an enticement for taking a specific job. It is typically a one-time payment provided to the individual upon signing a contract or agreement to join the company. Signing bonuses are often used in competitive job markets to attract high-quality candidates or to fill roles that are difficult to recruit for.
13 example clauses Sole remedy
What is Sole Remedy? The term “sole remedy” refers to a provision in a contract that specifies the exclusive means by which a party can seek redress or compensation for a breach of the terms of that contract. It limits the available remedies to those explicitly listed and bars pursuit of other potential remedies, which might otherwise be available under common law or equity. The purpose of a sole remedy clause is to manage risks and liabilities by defining the extent of compensation or penalty in advance, thus providing clarity and reducing legal uncertainty.
11 example clauses Special conditions
What are Special Conditions Clauses? Special conditions are specific terms or clauses included in contracts to address unique aspects of a particular agreement. These conditions are tailored to the specific transaction or context and differ from the standard terms and conditions found in contracts. Typically, they are added to address particular requirements, risks, or circumstances that are not covered by the general contract framework. When should I use Special Conditions? Special conditions should be used when the standard terms of a contract do not adequately address the specific needs, risks, or considerations of the involved parties.
8 example clauses Specific performance
What is Specific Performance clause? Specific performance is a legal remedy in contracts where the court orders the breaching party to perform their obligations under the contract, rather than simply paying damages for failing to fulfill those obligations. It is typically sought when monetary compensation is inadequate to remedy the harm caused by the breach. When should I use Specific Performance clause? Specific performance should be considered when: The subject matter of the contract is unique or irreplaceable, such as real estate or rare items.
10 example clauses Spendthrift provision
What is a Spendthrift Provision? A spendthrift provision is a clause within a trust that restricts the beneficiary’s ability to transfer or assign their interest in the trust assets. This provision is designed to prevent beneficiaries from squandering their inheritance and to protect trust assets from creditors. When Should I Use a Spendthrift Provision? You should consider using a spendthrift provision in a trust under the following circumstances: When you want to protect the trust assets from the beneficiary’s creditors.
22 example clauses Standard of performance
What is a Standard of Performance? A Standard of Performance is a specific set of criteria or metrics that determines how performance should be evaluated within a contractual agreement. These criteria serve as benchmarks to measure the effectiveness, quality, and completeness of the work performed. Standards of performance help ensure clarity and mutual understanding between parties regarding expectations and deliverables. When should I use a Standard of Performance? You should use a Standard of Performance in contractual agreements when:
19 example clauses Standard warranty
What is a Standard Warranty? A Standard Warranty is a written guarantee provided by a manufacturer or seller that assures the buyer that a product will meet certain quality and performance standards for a specified period. If the product fails to meet these standards within the warranty period, the manufacturer or seller is usually obligated to repair, replace, or otherwise rectify the issue. Warranties are an important aspect of consumer protection, providing confidence to consumers when purchasing products.
15 example clauses Standstill provision
What is a Standstill Provision? A standstill provision is a contractual clause that restricts one party, typically in a merger or acquisition context, from taking specific actions such as increasing their stake in a company or launching a hostile takeover. This type of provision is often included to ensure a period of stability and to protect the interests of the company being targeted during sensitive negotiations. When Should I Use a Standstill Provision?
7 example clauses Statutory compliance
What is Statutory Compliance? Statutory compliance refers to the legal framework that organizations must operate within to ensure they adhere to statutes and regulations set by governmental bodies. These laws cover various aspects including employment, taxation, environmental regulations, corporate governance, and more. Ensuring statutory compliance is essential for mitigating legal risks and penalties. When should I use Statutory Compliance? You should focus on statutory compliance whenever your organization engages in activities that are regulated by law.
11 example clauses Statutory deductions
What is a statutory deduction? A statutory deduction is a mandatory amount that is withheld from an employee’s gross pay by their employer. These deductions are required by law and typically go towards funding government programs and services, such as social security, healthcare, and income taxes. Statutory deductions ensure that employees contribute their fair share towards societal benefits and comply with taxation obligations. When should I use a statutory deduction? Statutory deductions should be applied when calculating and processing an employee’s payroll.
13 example clauses Statutory tax districts
What is a Statutory Tax District? A Statutory Tax District is a legally defined geographic area within which certain taxes are levied by a governing authority. These districts are established by law, and their purpose is typically to fund specific public services or infrastructure projects. Examples of statutory tax districts include school districts, water districts, and fire protection districts. The taxes collected within these districts are used exclusively for the designated services.
2 example clauses Stock legends
What is a Stock Legend? A stock legend is a cautionary note or statement imprinted on a stock certificate. Its purpose is to provide specific information or restrictions about the stock. The legend often indicates that the stock is subject to restrictions, such as resale limitations or compliance requirements under securities regulations. These annotations are used to protect both issuing companies and investors by ensuring compliance with regulatory frameworks and agreed-upon terms.
14 example clauses Subcontracting
What is Subcontracting in contracts? Subcontracting is the practice of delegating certain tasks, jobs, or processes to an external party (the subcontractor) rather than handling them in-house. It allows businesses to leverage specialized skills or resources that may not be available internally. By subcontracting, companies can efficiently manage their workload, focus on core activities, and often reduce costs. When Should I Use Subcontracting clause? Subcontracting is beneficial in various scenarios, such as when:
15 example clauses Subcontractors
What is a Subcontractor? A subcontractor is an individual or business entity that is hired by a primary contractor to perform a specific task as part of a larger project. Subcontractors typically have specialized skills or expertise and are used to complete particular portions of a contract. For example, in a construction project, an electrical subcontractor might be hired to handle all electrical work. Example: A general contractor managing the construction of a commercial building might hire subcontractors for plumbing, electrical work, roofing, and interior finishing.
21 example clauses Subject person
What is a Subject Person? A “Subject Person” refers to an individual or entity to whom certain contractual terms, obligations, or legal responsibilities apply. This term is often used in legal documents, policies, and contracts to denote parties who are directly affected by or are under the governance of the document’s provisions. The term helps to clarify the roles and responsibilities within the document, ensuring that each party understands their obligations and rights.
16 example clauses Subordination of lease
What is Subordination of Lease? Subordination of a lease refers to an agreement in which a tenant’s leasehold interest is made secondary to the interest of a lender who holds a mortgage on the property. In simpler terms, it means that the tenant agrees that the lender’s rights under the mortgage will take precedence over the tenant’s rights under the lease if the property is foreclosed upon. When Should I Use Subordination of Lease?
20 example clauses Subprocessing
What is Subprocessing? Subprocessing refers to the delegation of specific processing activities to a third-party service provider, commonly known as a subprocessor. In the context of data protection and privacy, subprocessors are engaged by a primary data processor to carry out specific tasks. The concept is particularly relevant in industries involving complex data operations, cloud services, and IT outsourcing where tasks are distributed among multiple entities. Subprocessing is an integral part of the service delivery model in many businesses, allowing organizations to leverage expertise, resources, or technology that they may not have in-house.
3 example clauses Subrogation
What is Subrogation? Subrogation is a legal concept often used in insurance and finance, where one party steps into the shoes of another party to claim their rights or remedies. This usually occurs after one party (typically the insurer) has paid a loss or debt owed by another party (usually the insured). Subrogation allows the insurer to recover the amount of the claim paid from the party that caused the loss.
19 example clauses Successors and assigns
What is “Successors and Assigns”? “Successors and assigns” is a legal phrase commonly found in contracts and legal agreements. It refers to any party that succeeds to the rights or obligations of one of the original parties, whether through assignment, legal transfer, or any other means. These entities can be individuals, corporations, or any other legal entities that legally acquire the rights or obligations of a contract. When should I use “Successors and Assigns”?
15 example clauses Supersedes previous agreements
What is “Supersedes previous agreements”? “Supersedes previous agreements” is a legal term commonly found in contracts and agreements. It indicates that the current document overrides and replaces all prior agreements and understandings—whether verbal or written—that relate to the same subject matter. This clause ensures that only the terms and conditions outlined in the present contract are enforceable and seek to eliminate any confusion or contradictions arising from earlier agreements. When should I use “Supersedes previous agreements”?
12 example clauses Supersedes prior agreements
What is “Supersedes Prior Agreements”? “Supersedes prior agreements” is a legal term used in contracts to indicate that the current agreement replaces and nullifies any previous agreements that may have existed between the parties on the same subject matter. This clause ensures clarity and unity in the contractual obligations of all parties involved by making the current document the authoritative source governing the relationship. When Should I Use “Supersedes Prior Agreements”?
16 example clauses Superseding agreement
What is a Superseding Agreement? A Superseding Agreement is a legal document that replaces, updates, or changes the terms of an existing contract. This type of agreement voids or modifies the original contract and is usually employed when both parties agree that there is a need for significant changes to the current terms. The superseding agreement aims to ensure that the parties are operating under a clearly defined and mutually accepted set of rules and obligations.
12 example clauses Survivability
What is Survivability? Survivability refers to the ability of a system, organization, or entity to continue functioning under adverse conditions or after experiencing a disruption or attack. It encompasses not just the capacity to withstand and recover from external threats, but also to adapt and evolve in response to changing environments. In the context of businesses, information systems, or product designs, survivability is about maintaining essential operations and minimizing downtime.
5 example clauses
T
Tax disclaimer
What is a Tax Disclaimer? A Tax Disclaimer is a legal statement provided by an entity, often in contracts, financial documents, or business communications, which clarifies that the information contained should not be taken as formal tax advice. It usually cautions readers that the entity is not responsible for the tax implications that may arise from the actions based on the provided information. When Should I Use a Tax Disclaimer? You should use a Tax Disclaimer in situations where financial, business, or legal advice might be construed as formal tax guidance.
12 example clauses Taxes and duties
What is Taxes and Duties? Taxes and Duties refer to mandatory financial charges or levies imposed on an individual or a business by a governmental organization to fund various public expenditures. While the term “taxes” generally covers a wide range of compulsory payments to the government, “duties” often refer to taxes levied on goods either imported or exported. These charges contribute to the government’s revenue and are crucial for the functioning of public services.
13 example clauses Tendering party
What is Tendering party? A Tendering party refers to any individual or entity that submits a bid, offer, or tender in response to a request from another party, often in the context of a procurement, contract, or project agreement. The tendering process involves inviting prospective parties to submit proposals, which will be evaluated based on various criteria before selecting the winning bid. When should I use Tendering party? You should use the term Tendering party when you are involved in a procurement or contracting procedure where multiple suppliers, contractors, or service providers are invited to submit bids for a project or service.
10 example clauses Term And Termination
What is Term And Termination? Term and Termination clauses are provisions in a contract that specify the duration of the agreement and the conditions under which it can be terminated. The “term” refers to the period during which the contract is in effect, while “termination” covers the scenarios and procedures for ending the agreement. When should I use Term And Termination? Term and Termination clauses should be included in virtually all contracts to provide clarity on the duration of the agreement and the conditions for its conclusion.
10 example clauses Term of agreement
What is a Term of Agreement? A “Term of Agreement” refers to the duration or period for which the obligations and duties outlined in a contract or agreement are to be carried out. It specifies the start and end dates of the agreement, providing clarity on how long the parties are legally bound by the terms of the contract. When Should I Use a Term of Agreement? You should use a Term of Agreement whenever you are drafting or entering into a contract.
11 example clauses Term of contract
What is a Term of Contract? A “Term of Contract” refers to the duration or period during which the contractual agreement between parties is in effect. This term defines the start and end dates of the contract, indicating when the obligations and rights outlined in the agreement begin and when they conclusion. Additionally, the term might also include provisions related to renewal, extension, or termination of the contract. When Should I Use a Term of Contract?
13 example clauses Termination at will
What is Termination at Will? Termination at will is a clause included in contracts that allows either party to terminate the agreement at any time without cause or penalty. This means that either party can end the contractual relationship for any reason or for no reason at all, usually by providing advance notice as specified in the contract. When should I use Termination at Will? You should consider including a termination at will clause in contracts when:
21 example clauses Termination by either party
What is Termination by Either Party? Termination by Either Party refers to a provision within a contract that allows either party involved to terminate the agreement under specified conditions. This clause is often included to provide flexibility and protection for both parties, ensuring that they can exit the contract if necessary without significant legal ramifications. When Should I Use Termination by Either Party? You should consider using a Termination by Either Party clause in situations where:
17 example clauses Termination by mutual agreement
What is termination by mutual agreement? Termination by mutual agreement is a process where all parties involved in a contract agree to end their contractual obligations. This method provides a way to escape from a contract without repercussions or breach of contract claims, as long as all parties consent to the termination. It often involves written documentation, outlining the terms and conditions of the termination, ensuring clarity and preventing future disputes.
12 example clauses Termination
What is Termination Clause? Termination refers to the legal ending of a contract or agreement. This process effectively releases all parties from their obligations under the contract. Termination can occur for various reasons, such as the fulfillment of contractual duties, mutual consent, or a breach of contract by one of the parties. It’s essential to distinguish between termination and cancellation; while cancellation can imply a mutual agreement to end a contract, termination may occur unilaterally, usually due to a breach or another specific contractual condition being met.
16 example clauses Termination for cause
What is Termination for Cause? Termination for cause is a provision in a contract that allows one party to terminate the agreement if the other party fails to meet specific obligations or breaches the terms. This type of termination is typically motivated by an occurrence that significantly undermines the relationship or the basis of the contract. Some common reasons for termination for cause include gross negligence, misconduct, failure to perform contractual duties, or breach of key terms.
14 example clauses Termination for convenience
What is Termination for Convenience? Termination for convenience is a contractual clause that allows one party to terminate the agreement without cause, reason, or fault. This means that either the party has the right to end the contract simply because they choose to, not necessarily due to any breach or wrongdoing by the other party. This clause is particularly useful in contracts where flexibility is needed due to uncertain future circumstances.
19 example clauses Termination of contract
What is Termination of Contract? Termination of a contract refers to the legal ending of a contract before its intended date of completion. This can occur either through mutual agreement between the parties involved or through a breach of contract by one party, making it impossible to fulfill the original contract terms. Termination releases the parties from their respective obligations, though it may also give rise to liability for damages if one party has breached the agreement.
7 example clauses Termination of employment
What is Termination of Employment? Termination of employment refers to the end of an individual’s employment with an employer. This can occur for various reasons, ranging from voluntary resignation to involuntary dismissal. It is a formal process that marks the concluding chapter of the employment relationship between an employer and employee. Termination can occur due to performance issues, layoffs, retirement, mutual agreement, or breach of contract. When Should I Use Termination of Employment?
8 example clauses Termination of service agreement
What is Termination of Service Agreement? A Termination of Service Agreement is a formal, documented process that delineates the conditions under which a service contract between two parties can be dissolved. This agreement specifies the rights, responsibilities, and obligations of each party upon termination, ensuring a clear understanding of how the services will cease, any compensations or penalties involved, and how any remaining responsibilities will be managed. When should I use a Termination of Service Agreement?
6 example clauses Termination with cause
What is Termination with Cause? Termination with cause refers to the dismissal of an employee or the discontinuation of a contract due to specific reasons that are typically predefined and justified. This kind of termination occurs when an individual or party fails to meet significant obligations or engages in misconduct or actions that breach their contract terms. Common grounds for termination with cause include gross misconduct, chronic absenteeism, dishonesty, and violation of company policies.
12 example clauses Termination without cause by the company
What is termination without cause by the company? Termination without cause refers to the ability of a company to end the employment relationship with an employee without providing a reason related to the employee’s performance or behavior. This is different from a termination with cause, where the employee is let go due to specific reasons such as misconduct or failure to meet job expectations. Termination without cause is typically allowed under employment contracts or labor laws, provided certain conditions, such as notice periods or severance payment, are met.
11 example clauses Third party beneficiary
What is a Third Party Beneficiary? A third party beneficiary is an individual or entity that benefits from a contract made between two primary parties but is not directly a party to the contract itself. This concept often arises when the main parties to a contract explicitly intend to confer a benefit upon a third party. In such cases, the third party may have the right to enforce certain provisions of the contract, despite not being a signatory to it.
6 example clauses Third Party Rights
What is Third Party Rights? Third Party Rights refer to the rights and benefits that a contract grants to a party who is not directly involved in the agreement. Typically, contracts exist between two parties, known as the promisor and the promisee. However, there are instances when the parties agree to confer a benefit or obligation towards a third party, who becomes entitled to enforce certain terms of the contract, despite not being one of the contractual parties.
10 example clauses Time and materials
What is “Time and Materials”? Time and materials (T&M) is a type of contractual arrangement or billing method commonly used in construction, software development, and other industries where the scope of the work is not clearly defined. This contract type involves billing the client based on the actual time spent by the contractor’s employees and the materials used in the project. Key Characteristics: Hourly Labor Rates: Payment for services is based on a pre-negotiated hourly wage for each classification of labor involved in the project.
12 example clauses Time is of the essence
What is “Time is of the essence”? “Time is of the essence” is a legal phrase used to indicate that performance by one party at or within a specified time is critical to the agreement’s terms. The inclusion of this clause generally means that failure to meet a deadline constitutes a breach of contract, with the non-breaching party entitled to seek relief or damages. This term emphasizes the importance of completing contractual obligations promptly.
10 example clauses Time of performance
What is Time of Performance? Time of performance refers to the period or moments within which contractual obligations must be fulfilled by the parties involved. It is an essential aspect of a contract, specifying when the deliverables or services agreed upon must be completed. This schedule can vary widely depending on the nature of the contract and the specific terms agreed by the parties. When should I use Time of Performance?
8 example clauses Total operating revenues
What is Total Operating Revenues? Total Operating Revenues refer to the total amount of money a company earns from its core business operations. This figure is crucial as it excludes any secondary income, such as interest or investment returns, focusing solely on the primary activities generating income. When should I use Total Operating Revenues? You should use Total Operating Revenues when analyzing a company’s core business performance. This metric is valuable for comparing performance within an industry or evaluating the company’s financial health over time.
11 example clauses Transfer
What is The Transfer Clause? A “Transfer” typically refers to the act of moving something from one place, person, or situation to another. In various contexts, it can denote an array of actions such as changing ownership of an asset, moving funds, or shifting responsibilities. The concept of transfer is prevalent across numerous fields, including finance, law, administration, and technology, each with its distinct processes and implications. When Should I Use Transfer Clause?
19 example clauses Transfer of ownership
What is Transfer of Ownership? Transfer of ownership refers to the legal process whereby the ownership rights of a particular asset or property are transferred from one entity to another. This process can involve both tangible and intangible assets and is governed by specific laws and regulations designed to ensure the smooth transition of rights, responsibilities, and risks associated with the asset. When Should I Use Transfer of Ownership? You should consider transferring ownership in scenarios where a change of legal ownership is necessary or desirable.
9 example clauses Transition payment
What is a Transition Payment? A transition payment refers to a financial compensation or arrangement designed to facilitate a shift or change within a business or organizational setting. These payments are typically issued to support employees, stakeholders, or parties impacted by the transition, ensuring a smoother shift to a new structure, ownership, or process. Transition payments can be used to compensate for changes such as mergers and acquisitions, employee lay-offs, or contractual changes.
15 example clauses Triple net lease
What is a Triple Net Lease? A Triple Net Lease (NNN) is a type of commercial real estate lease agreement where the tenant is responsible for paying not only the rent but also three key expenses associated with the property: property taxes, property insurance, and maintenance costs. This lease structure effectively passes on the operating risk to the tenant, making it a popular choice for landlords and property investors who wish to have a steady income stream without the burden of property management responsibilities.
6 example clauses Tuition reimbursement
What is Tuition Reimbursement? Tuition reimbursement is a policy or benefit provided by some employers where they agree to pay for all or part of an employee’s educational expenses. This may include tuition fees, books, and sometimes other related costs. The goal of tuition reimbursement is to encourage professional development and continuous learning among employees, helping them to advance their skills and knowledge in ways that benefit both the individual and the organization.
7 example clauses Turnkey project
What is a Turnkey project? A Turnkey project is a type of project where the contractor is responsible for the entire design, construction, and initial operation, delivering full functionality at completion. The name “turnkey” signifies the idea that upon project completion, the owner can simply “turn the key” to start operations, fully ready and operational. This approach is frequently used in industries such as engineering and construction where complex systems, like industrial plants or large facilities, need to be fully functional upon delivery.
7 example clauses
U
Uncured default
What is Uncured Default? An Uncured Default refers to a situation in which a borrower or party to a contract fails to fulfill an obligation, and the failure has not been remedied or rectified within a designated period. This term is commonly used in financial and contractual agreements to denote a persistent breach or violation of the terms set forth in the contract, such as missing a payment deadline or not meeting specified conditions.
12 example clauses Untenantability
What is Untenantability? Untenantability refers to a condition or situation where a rental property is not fit for occupancy or use according to the terms of a lease or rental agreement. This can occur due to damages, hazardous conditions, or a failure to meet certain standards such as health and safety codes. When should I use Untenantability clause? You should consider using the term “untenantability” when evaluating whether a property is suitable for habitation or continued use by a tenant.
10 example clauses Upfront payment
What is an Upfront Payment? An upfront payment is a sum of money that is paid at the beginning of a contract or agreement. This type of payment is often made before any goods are delivered or services are rendered. Upfront payments can be used to secure goods, services, or to demonstrate commitment to a deal. When Should I Use an Upfront Payment? An upfront payment may be used in several scenarios:
13 example clauses Upon death
What is Upon death? “Upon death” is a legal or contractual term used to indicate the actions, conditions, or distributions that take place upon the passing away of an individual. It is often found in legal documents like wills, insurance policies, and contracts to designate how assets, responsibilities, or benefits should be handled after someone dies. When should I use Upon death? You should use “upon death” in any legal or contractual situation where you need to specify the outcomes or procedures that should occur when a person dies.
7 example clauses Use of logo
What is “Use of Logo”? When we talk about the “Use of logo,” we’re referring to the permission someone gives to another person or company to use their logo. But it’s not as simple as just slapping the logo on anything — there are often rules and legal restrictions to make sure the logo is used in a way that fits with the brand’s image. In many cases, an ownership clause for digital logo is part of the agreement, making it clear who actually owns the logo while giving others the right to use it.
15 example clauses Use of premises
What is “Use of Premises”? The “Use of Premises” clause in a contract outlines how a tenant or occupant is permitted to use the rented or leased property. This clause is essential in maintaining the intended purpose of the property and ensuring that both parties have a clear understanding of the permissible activities within the premises. It often specifies restrictions, permissible activities, and the responsibilities of the tenant. When should I use “Use of Premises”?
17 example clauses Use of proceeds
What is Use of Proceeds? “Use of Proceeds” refers to a detailed explanation or statement provided by a company or entity about how the funds raised from a particular financial activity, such as a debt issuance or an equity offering, will be utilized. This section is often included in financial documents like prospectuses, offering memorandums, and disclosures associated with securities offerings. Its primary purpose is to inform investors about how their capital will be employed, helping them assess the potential risks and benefits of their investment.
3 example clauses User support
What is User Support? User support refers to the assistance provided to users of products or services, particularly in the field of technology or customer service. It encompasses a range of services including help desks, customer service teams, online FAQ platforms, forums, and technical support. The goal of user support is to ensure that users can utilize a product or service effectively and to troubleshoot any issues they may encounter.
6 example clauses
V
Vesting schedule
What is a Vesting Schedule? A vesting schedule is a financial and legal concept commonly used in employment agreements, particularly those involving equity compensation like stock options, restricted stock units (RSUs), or benefits related to retirement plans. It determines the timeline and conditions under which an employee gains full ownership of certain benefits or stock options. Vesting schedules are used to incentivize employees to stay with a company for a longer term and contribute to its success.
11 example clauses
W
Waiver and release
What is a Waiver and Release? A waiver and release is a legal document that a party signs to voluntarily relinquish a known right or claim against another party. This typically involves not holding the other party liable for any damages or losses that might arise in a particular situation or transaction. Waivers and releases are commonly used to prevent the suing of one party for incidents that occur under specific conditions outlined in the document.
9 example clauses Waiver
What is a Waiver? A waiver is a legal instrument in which a person voluntarily relinquishes a known right, claim, or privilege. It serves as a formal declaration that the individual or party will not pursue any legal actions against the other concerning the rights waived. Waivers are commonly used in various scenarios, ranging from contractual agreements to informal settings, to ensure clear understanding and agreement on specific terms. When Should I Use a Waiver?
12 example clauses Waiver of claim
What is a Waiver of Claim? A Waiver of Claim is a legal document or a clause within a contract where one party voluntarily relinquishes the right to pursue any claims against another party. This is often utilized to prevent future disputes and claims, ensuring that one or both parties do not hold liabilities or seek legal recourse for certain obligations or incidents. When should I use a Waiver of Claim?
8 example clauses Waiver of confidentiality
What is a Waiver of Confidentiality? A Waiver of Confidentiality is a legal document or provision that allows protected information to be disclosed to a third party. This waiver permits an entity or individual to release information that would otherwise be kept private due to confidentiality agreements. It effectively lifts the obligation of confidentiality, making it legal to share sensitive information. When should I use a Waiver of Confidentiality? A Waiver of Confidentiality should be used in situations where:
9 example clauses Waiver of damages
What is a Waiver of Damages? A Waiver of Damages is a contractual provision whereby one party agrees not to hold the other liable for any harm or loss that may occur as a result of their agreement. This clause is intended to limit potential liabilities and is often utilized in scenarios where the risks are acknowledged, and the party is willing to forego claims for damages. When should I use a Waiver of Damages?
8 example clauses Waiver of homestead
What is a Waiver of Homestead? A Waiver of Homestead is a legal agreement wherein a homeowner voluntarily relinquishes the right to claim a homestead exemption on their property. The homestead exemption typically protects a certain amount of the value or equity in a primary residence from creditors and sometimes property taxes. By waiving this right, homeowners may expose their property to increased risk of loss in situations such as debt collection or bankruptcy proceedings.
7 example clauses Waiver of jury trial
What is Waiver of Jury Trial? A Waiver of Jury Trial is a contractual provision whereby the parties involved agree to forgo their right to a jury trial in the event of a legal dispute, opting instead for a bench trial, which is conducted by a judge rather than a jury. This waiver is typically part of a broader contract or legal agreement. When should I use a Waiver of Jury Trial?
5 example clauses Waiver of liability
What is a waiver of liability? A waiver of liability is a legal document in which one party agrees to relinquish the right to pursue legal action against another party in the event of injury, damage, or loss. This document is often used to protect organizations or individuals from being held liable for unforeseen incidents that could occur during an activity, event, or service. When should I use a waiver of liability?
12 example clauses Waiver of moral rights
What is a Waiver of Moral Rights? A waiver of moral rights is a legal agreement in which the creator of a work (such as an author, artist, or musician) voluntarily relinquishes certain personal rights associated with their creation. These rights, generally known as “moral rights,” may include the right to be identified as the author of the work, the right to object to derogatory treatments of the work, and the right to prevent any distortion or mutilation of the work that might harm the creator’s honor or reputation.
10 example clauses Waiver of presentment
What is a Waiver of Presentment? A Waiver of Presentment is a legal term found in financial and contractual agreements, particularly in relation to negotiable instruments like promissory notes or checks. It refers to the intentional relinquishment by a party (typically the maker or drawer of the instrument) of the right to have the instrument formally presented for payment by the holder on its due date. This waiver means that the holder can demand payment without performing the formal presentation process.
4 example clauses Waiver of right of first refusal
What is a Waiver of Right of First Refusal? A Waiver of Right of First Refusal is a legal document or clause within a contract that relinquishes an individual’s or entity’s right to be given the first chance to purchase or lease a property before the owner sells or leases it to another party. This right is often used in real estate, business agreements, and corporate settings to provide a preferred party with the priority to contract for a particular property or asset.
16 example clauses Waiver of right to sue
What is a Waiver of Right to Sue? A Waiver of Right to Sue is a legal document in which an individual voluntarily relinquishes their right to initiate a lawsuit against another party. This waiver is often used to protect organizations and individuals from legal claims related to specific activities or events. Essentially, by signing the waiver, the individual acknowledges and accepts the risks involved, agreeing not to hold the other party legally accountable for any resulting harm or loss.
3 example clauses Waiver of sovereign immunity
What is Waiver of Sovereign Immunity? Waiver of sovereign immunity refers to the relinquishment of the inherent legal protection that prevents states or sovereign entities from being sued without their consent. Historically, sovereign immunity shields governments from being held accountable through legal proceedings, based on the principle that “the sovereign can do no wrong.” By waiving this immunity, a state consents to be sued or to participate in a lawsuit, typically in agreed-upon matters and jurisdictions.
12 example clauses Waiver of subrogation
What is a Waiver of Subrogation? A waiver of subrogation is a contractual provision where one party agrees to waive their insurer’s rights to pursue recovery from a third party for damages or losses covered by a policy. This means that if a loss occurs, and the insurance company pays for the damages, they cannot go after the responsible party to recoup those costs. This waiver is commonly used to prevent lawsuits between entities that have a working relationship.
7 example clauses Warranty disclaimer
What is a Warranty Disclaimer? A warranty disclaimer is a statement in a contract that denies or limits the liabilities or obligations of one party, concerning the quality, functionality, or legality of a product or service provided. It is a legal declaration that removes the responsibility for certain potential failures or faults. The purpose of a warranty disclaimer is to safeguard the provider against claims for damages if the product or service does not meet expectations or standards that were either implicit or expressed.
5 example clauses Warranty of title
What is Warranty of Title? Warranty of title is a legal assurance provided by the seller to the buyer, guaranteeing that the seller has the legal right to transfer ownership of the property or goods in question. This warranty ensures that the item sold is free of any claims or liens that could affect the buyer’s ownership rights. When should I use Warranty of Title? You should use a warranty of title in transactions where the transfer of ownership is involved.
10 example clauses Incorporation of exhibits
What is incorporation of exhibits? Incorporation of exhibits refers to the practice of including external documents or additional materials as part of a main document by referring to them within the text. This often occurs in legal contracts where supplementary materials, such as technical specifications, detailed schedules, or terms and conditions, are added without explicitly detailing them in the body of the main contract. By incorporating exhibits, both parties acknowledge and agree that these materials are legally binding components of the contract.
7 example clauses Definitions
What is a Definition? In the context of contracts and legal documents, a definition is a specific description of a term or phrase used consistently throughout the document. Definitions clarify meanings and ensure all parties involved have a mutual understanding of key terms, reducing ambiguity and mitigating potential conflicts. Definitions typically appear in a section of the document titled “Definitions,” where each term is explained clearly and precisely. This section helps maintain consistency in the interpretation and application of the contract, especially when complex or industry-specific terminology is involved.
9 example clauses Work made for hire
What is “Work made for hire”? “Work made for hire” refers to a concept in U.S. copyright law where an employer, and not the employee, is considered the legal author of a created work. This means that the employer holds the copyright to the work, even though it was created by an employee or an independent contractor under certain conditions. When should I use “Work made for hire”? You should use the “work made for hire” concept when:
17 example clauses Work order
What is a Work Order? A work order is a document that outlines a request for the execution of certain tasks to be performed. It is commonly used in various industries to instruct, authorize, and track the work being performed. Work orders detail the specifics of a task, including descriptions, timelines, assigned personnel, and any resources or materials needed. They ensure clear communication and effective management of tasks, whether for maintenance, construction, service, or repair jobs.
12 example clauses Work product ownership
What is Work Product Ownership? Work Product Ownership refers to the legal rights and responsibilities associated with the materials, documents, designs, inventions, code, content, or other outputs that are created as a result of a work endeavor. This term is frequently encountered in professional and contractual settings, particularly where intellectual property (IP) is concerned. Work product ownership determines who has control over the use, distribution, reproduction, and modification of the work product.
14 example clauses Working hours
What are Working Hours? “Working Hours” refer to the periods of time during which an employee is expected to carry out their job duties as stipulated by their employment contract. These hours can vary depending on the nature of the work, the industry, the country, and the specific terms agreed upon between the employer and employee. Understanding working hours is crucial not only for regulatory compliance but also for ensuring a healthy work-life balance.
9 example clauses Workplace location
What is Workplace Location? Workplace Location refers to the physical or virtual place where an employee performs their job duties. This can range from a traditional office environment to remote workspaces in different geographic locations. In a world increasingly embracing flexible and remote work arrangements, the concept of workplace location has evolved to encompass both fixed physical premises and virtual spaces. When should I use Workplace Location? You should specify a workplace location in various contexts, including:
5 example clauses Written consent in lieu of meeting
What is Written Consent in Lieu of Meeting? “Written Consent in Lieu of Meeting” is a legal mechanism that allows the board of directors, shareholders, or members of an organization to make a decision or approve a resolution without actually convening a physical or virtual meeting. This method is typically formalized through the signing of a written consent document that outlines the specific decision or resolution being adopted. It is often used to expedite the decision-making process, especially when the matter at hand is urgent or uncontroversial.
15 example clauses Written form requirement
What is Written Form Requirement? The “Written Form Requirement” is a legal stipulation mandating that certain contracts or agreements must be documented in writing to be considered valid or enforceable. This requirement aims to provide clear evidence of the terms agreed upon by the parties involved, reducing misunderstandings and disputes. In some jurisdictions, the written form must also be signed by the parties involved to satisfy legal standards. When should I use the Written Form Requirement?
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Guide to Contract Clauses

What are Contract Clauses?

Contract clauses might sound like complicated legal jargon, but at their core, they’re just the building blocks of any agreement. Think of them as the individual terms and conditions that make up a contract, each one outlining a specific duty, right, or provision.

For example, imagine you’re signing a lease for a new apartment. The clause that outlines how much rent you’ll pay each month? That’s a contract clause. The part that specifies what happens if you break the lease early? Another clause. These clauses work together to ensure that both parties—whether it’s a landlord and tenant, employer and employee, or two businesses—understand their obligations and rights.

Understanding what contract clauses are is essential because these small pieces of text can have a big impact on your agreements. A well-drafted clause can protect your interests, while a poorly worded one could lead to confusion or even legal disputes. By breaking down contracts into these bite-sized pieces, you can better navigate the complexities of legal agreements.

Types of Clauses in Contracts

Contracts come in all shapes and sizes, and so do the clauses that fill them. Each type of clause serves a different purpose, and knowing which ones to include is crucial for creating a solid contract. Here’s a quick rundown of some of the most common types of contract clauses:

  • Confidentiality Clauses: These ensure that sensitive information shared between parties remains private. They’re essential in agreements where trade secrets or personal data are involved.

  • Indemnification Clauses: Ever hear the phrase “hold harmless”? That’s what indemnification is all about. This clause shifts liability from one party to another, meaning if something goes wrong, one party agrees to cover the costs.

  • Force Majeure Clauses: Sometimes, life throws curveballs—like natural disasters or pandemics—that make fulfilling a contract impossible. Force majeure clauses allow for contracts to be altered or canceled in these extreme situations.

  • Termination Clauses: Not all contracts last forever, and termination clauses spell out the circumstances under which a contract can be ended, either by mutual agreement or due to a breach.

Each of these clauses plays a vital role in protecting the interests of everyone involved. When drafting or reviewing a contract, it’s important to consider which types of clauses are necessary for your specific situation.

Why Clauses Matter in Contracts

It’s easy to gloss over the details when skimming through a contract, but those details—those clauses—are where the true value lies. Every clause in a contract serves a purpose, whether it’s to define obligations, manage risk, or outline consequences.

Consider this: You’re a small business owner entering into a partnership with a new supplier. You’re excited about the potential, but what if the supplier fails to deliver on time? A well-drafted clause could specify penalties for late deliveries, ensuring your business isn’t left in a lurch. On the flip side, if your contract doesn’t address this scenario, you might find yourself scrambling to meet your own commitments.

Clauses also help prevent misunderstandings. By clearly defining what each party is responsible for, clauses can reduce the likelihood of disputes. And if disagreements do arise, a strong clause can provide a clear path for resolution.

In short, clauses are the backbone of any contract. They translate broad agreements into specific, actionable terms, ensuring that everyone knows exactly what’s expected. Whether you’re drafting a contract from scratch or reviewing one presented to you, paying attention to the clauses is key to protecting your interests.

Benefits of a Clause Library

Inspiration and Guidance for Drafting Clauses

One of the most valuable aspects of our publicly accessible Clause Library is the inspiration it offers. Whether you’re drafting a new contract from scratch or refining an existing one, browsing through real-world examples can spark ideas and provide clear direction. By seeing how other legal professionals structure their clauses, you can gain insights into best practices and effective language that you might not have considered.

For instance, if you’re unsure how to draft a non-disclosure agreement, you can explore our library to see various confidentiality clauses used in different industries. This exposure to diverse examples can help you tailor your clauses to better fit your specific needs, making your contracts stronger and more precise.

A Resource for Research and Learning

The Clause Library is also an invaluable tool for research and learning. It’s like having a window into the minds of experienced legal professionals who have crafted these clauses based on real-life scenarios. By studying these examples, you can deepen your understanding of contract law and improve your own drafting skills.

For example, if you’re curious about how indemnification clauses are typically worded, our library allows you to compare multiple versions used in different contexts. This comparative approach not only helps you understand the nuances of such clauses but also equips you with the knowledge to draft more effective ones yourself.

Understanding Industry Standards

Contracts can vary widely depending on the industry, and our Clause Library helps you stay in tune with industry-specific standards. By exploring clauses from real contracts used in your field, you can ensure that your agreements align with the expectations and norms of your industry. This is particularly important when dealing with specialized sectors like technology, healthcare, or finance, where specific legal requirements and industry practices must be carefully considered.

For instance, if you’re in the tech industry, you might find clauses related to intellectual property or software licensing that are commonly used by other companies. Understanding these standards helps you create contracts that are not only legally sound but also competitive within your industry.

Finally, our Clause Library is an excellent resource for anyone looking to enhance their legal literacy. Whether you’re a business owner, a law student, or a professional without a legal background, browsing through real contract clauses can help demystify legal language and concepts.

By regularly visiting the Clause Library, you can gradually build your knowledge of how contracts work and what makes them enforceable. Over time, this understanding will empower you to draft more effective agreements and make informed decisions when reviewing contracts presented to you.

How to Use the Clause Library

Navigating our Clause Library is designed to be straightforward and user-friendly, allowing you to quickly find the legal text examples you need without any unnecessary complexity. Whether you’re exploring out of curiosity or looking for something specific, we’ve made sure the process is intuitive.

Browsing the List of Clauses: The Clause Library presents a comprehensive list of clauses right on the main page. This list gives you a bird’s-eye view of what’s available, making it easy to scan through and see what catches your interest. If you prefer a more structured approach, you can use the alphabetical links at the top of the page. These links allow you to jump directly to all the clauses starting with a particular letter, so if you’re looking for a “Confidentiality Agreement,” for example, you can head straight to the “C” section.

Using the Search Bar: If you have a specific clause or topic in mind, our keyword-based search bar is your best tool. Simply type in the term you’re looking for, like “indemnification” or “force majeure,” and the search results will display all relevant clauses from our library. While our search function isn’t advanced, it’s effective for quickly finding clauses that match your keywords. This simplicity ensures you’re not bogged down with filters or complex search criteria, making the search process fast and efficient.

Learning and Drawing Inspiration from Real-World Examples

Once you’ve located a clause of interest, it’s time to delve into the details. Each clause in our library is drawn from a real-world contract, providing you with practical examples of how these clauses are used in actual legal agreements.

Understanding the Context: When reviewing a clause, take a moment to consider the context in which it was originally used. This can give you insights into how to adapt similar language for your own contracts. For example, a clause from a service agreement might be particularly useful if you’re drafting a contract for a similar service-based business. Understanding the context helps you see not just what the clause says, but how and why it was structured that way.

Gaining Inspiration: Even if you’re not looking to directly replicate a clause, browsing through the library can spark ideas for your own contracts. You might discover new ways to phrase a common clause or find inspiration in how other legal professionals have tackled specific legal challenges. This exploration can broaden your understanding and help you craft more effective, tailored clauses for your needs.

Comparing Different Approaches: The library also allows you to compare different approaches to similar legal issues. For instance, you can look at how different contracts handle termination clauses, noting the variations in language and approach. This comparative analysis can be particularly useful when you’re trying to decide on the best way to address a particular legal concern in your contracts.

Making the Most of a Simple Yet Powerful Tool

The simplicity of our Clause Library is part of its power. The focus is on providing you with easy access to real-world examples that can serve as inspiration and guidance.

Quick Access to Information: The simplicity of the Clause Library means you can quickly access the information you need without getting bogged down by overly complex tools. This makes it an excellent resource for anyone who needs to draft, review, or learn about contract clauses on the fly.

Educational Value: Even without advanced features, the Clause Library remains a rich educational resource. By regularly exploring the examples provided, you can build your understanding of contract law and improve your own drafting skills over time.

It is a practical and educational tool for anyone involved in contract drafting or legal research.

Best Practices for Drafting Clauses

When it comes to legal contracts, clarity is king. The language used in each clause should be as clear and precise as possible to avoid any ambiguity. After all, the last thing you want is for a contract to be open to interpretation—it should be a straightforward document that leaves no room for doubt.

Keep It Simple: Legal documents don’t need to be filled with complex, archaic language. While some legal terms are necessary, aim to keep your sentences straightforward. For example, instead of saying, “The party of the first part hereby agrees,” you could simply say, “The supplier agrees.” Simplicity makes the contract easier to understand and reduces the risk of misinterpretation.

Avoid Ambiguity: Every word in a contract should have a clear and specific meaning. Words like “reasonable” or “appropriate” can be too vague unless they are clearly defined within the context of the contract. Instead, specify exact terms, quantities, or time frames to remove any potential uncertainty.

Consistent Terminology: Throughout the contract, use consistent terminology. If you refer to “the company” in one clause, don’t switch to “the organization” in another. Consistency in terms helps ensure that the contract is interpreted as intended.

Tailoring Clauses to Specific Situations

Not all contracts are created equal, and neither are the clauses within them. Tailoring each clause to fit the specific situation is essential for creating a robust and enforceable contract.

Understand the Context: Before drafting or selecting a clause, take time to fully understand the context in which it will be used. Is the contract for a long-term partnership or a one-time transaction? Are you dealing with a large corporation or a small business? The answers to these questions will guide how you customize each clause.

Consider the Risks: Each contract comes with its own set of risks, and your clauses should address these. For example, if you’re drafting a contract with an international partner, you might need to include clauses that address currency exchange risks or international shipping delays. Tailoring clauses to anticipate potential issues will help protect your interests.

Adapt to Jurisdictional Requirements: Legal requirements can vary significantly from one jurisdiction to another. Ensure that your clauses comply with the laws and regulations relevant to the location where the contract will be enforced. This might mean tweaking a standard clause or adding jurisdiction-specific language.

Avoiding Common Pitfalls

Even the most experienced professionals can fall into common traps when drafting or selecting contract clauses. Here are a few pitfalls to watch out for:

Overly Complex Language: While it’s important to be precise, don’t overcomplicate things. Using excessively technical language can make the contract difficult to understand and might even lead to disputes down the line. Aim for clarity and simplicity, ensuring that anyone reading the contract can grasp its terms.

Leaving Out Important Details: Sometimes, in an effort to keep things concise, crucial details can be left out. For example, forgetting to specify deadlines, payment terms, or conditions for contract termination can lead to significant problems. Always double-check that every necessary detail is included.

Ignoring the Need for Updates: Laws and regulations change over time, and so should your contract clauses. A clause that was perfectly legal a few years ago might now be outdated or non-compliant. Regularly review and update your Clause Library to reflect current legal standards and best practices.

Keeping Your Clauses Current

In the fast-paced world of law, staying up-to-date is crucial. Contract law is no exception—what’s considered best practice today might be obsolete tomorrow. This is why it’s essential to keep your clauses current, ensuring they reflect the latest legal standards and industry practices.

Regular Reviews: Set a schedule to review your clauses periodically. This could be annually or semi-annually, depending on your industry. During these reviews, check for any changes in relevant laws or regulations that might necessitate updates to your clauses.

Monitor Legal Changes: Keep an eye on legal developments that could impact your contracts. For instance, new data protection laws might require updates to your confidentiality clauses. By staying informed, you can proactively update your contracts before issues arise.

Seek Expert Advice: When in doubt, consult with legal professionals. They can provide insights into recent legal trends and help you ensure your clauses remain compliant and effective. Having a legal expert review your clauses is especially important when dealing with complex or high-stakes contracts.

As business and technology evolve, so do the types of clauses needed to address new challenges. Being aware of emerging trends in contractual clauses can help you stay ahead of the curve and ensure your contracts are future-proof.

Digital and Remote Work Clauses: With the rise of remote work and digital business, new clauses are emerging to address issues like data security, remote work policies, and digital signatures. These clauses help protect businesses in a landscape where work is increasingly done online.

Environmental, Social, and Governance (ESG) Clauses: More companies are incorporating ESG clauses into their contracts to reflect their commitments to sustainability, ethical practices, and social responsibility. These clauses might include requirements for sustainable sourcing, labor practices, or carbon footprint reduction.

Force Majeure and Pandemic-Related Clauses: The COVID-19 pandemic has led to a reevaluation of force majeure clauses, with many businesses now including more specific language around pandemics, government lockdowns, and other unprecedented events. These updated clauses help clarify responsibilities when unforeseen circumstances arise.

AI and Technology Clauses: As artificial intelligence and other advanced technologies become more prevalent, new clauses are being developed to address issues like AI-generated content, machine learning algorithms, and technology ownership rights. These clauses are vital for industries heavily reliant on cutting-edge tech.

Tools and Resources

Clause Drafting Tools

Drafting contract clauses can be complex, but with the right tools, it becomes much more manageable. Whether you’re a legal professional or a business owner, these tools can help you create effective, legally sound clauses that suit your specific needs.

Clause Templates: Many online platforms, such as fynk, offer templates that you can customize to fit your contract. These templates are a great starting point, providing you with a solid foundation that you can tweak as necessary. For example, if you need a confidentiality clause, you can start with a template and then adjust the language to address specific concerns like data security or employee disclosures.

AI-Powered Drafting Tools: Some advanced tools use artificial intelligence to help you draft contract clauses. These tools can suggest language based on your inputs, flag potential issues, and even compare your clauses against industry standards. AI tools are particularly useful for identifying risks and ensuring that your clauses are compliant with current laws.

Contract Assembly Software: Contract assembly tools allow you to create entire contracts from scratch by selecting and inserting pre-drafted clauses. These platforms often include drag-and-drop features, making it easy to build a contract that’s both comprehensive and tailored to your needs. With a clause library integrated into the software, you can quickly find and insert the clauses you need.

Legal Research Tools: If you need to ensure that your clauses are up-to-date with the latest legal developments, legal research tools are invaluable. These platforms provide access to case law, statutes, and legal commentary, helping you understand how courts have interpreted similar clauses in the past. Staying informed through research tools ensures that your clauses are not only well-drafted but also legally sound.