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Contract glossary
Plain-language definitions of the legal terms you'll find in contracts. Search by keyword or browse A-Z.
Showing 169-192 of 263 terms
Survival Clause
A contract provision that specifies which obligations continue after the contract ends. When a contract terminates, most obligations die with it, but a survival clause keeps critical provisions alive. Think of it as a list of promises that outlast the relationship.
Term
The term is how long your contract lasts, start date to end date. A 12-month term starting January 1 means you're committed until December 31. But some obligations (like confidentiality and non-competes) often survive long after the term expires.
Termination
Termination is ending a contract before it naturally expires. You can terminate 'for cause' (the other party screwed up) or 'for convenience' (you just want out). The clause spells out who can terminate, when, how much notice is required, and what happens next.
Termination for Convenience
A clause that lets one or both parties end a contract at any time, without needing a reason or proving the other party did anything wrong. The terminating party typically gives advance notice (30-90 days) and pays for work already completed. It's an exit ramp built into the contract from day one.
Time Is of the Essence
A legal phrase that makes deadlines in a contract strictly enforceable. Without this clause, missing a deadline is a minor breach, annoying but not contract-ending. With it, missing a deadline is a material breach that can justify termination and damages. It transforms dates from 'targets' into hard commitments.
Trade Secret
A trade secret is confidential business information that's valuable because nobody else knows it. Coca-Cola's formula. Google's algorithm. Your client list that took 10 years to build. Unlike patents, trade secrets have no expiration, as long as you keep them secret.
Unfair Contract Terms
Contract provisions that are so one-sided they're unconscionable or unenforceable, typically where one party has significantly more bargaining power and uses it to impose terms the other party can't reasonably negotiate. Courts and consumer protection laws can void unfair terms even after the contract is signed.
Venue
Venue is the specific courthouse where a dispute gets heard. Jurisdiction tells you which state or country. Venue tells you which courthouse in that state or country. It's the physical location where you'd show up for trial.
Void Contract
A contract that's legally invalid from the start, it never had any legal effect, and no party can enforce it. Contracts are void when they involve illegal activity, lack capacity, or miss essential elements like consideration.
Waiver
A waiver is when you give up a right you're entitled to. In contracts, the important thing is the non-waiver clause, it says that letting something slide once doesn't mean you can't enforce it next time.
Warranty
A warranty is a promise that something works, meets certain standards, or is free from defects. Express warranties are spelled out in the contract. Implied warranties exist by law even if nobody writes them down, unless the contract specifically disclaims them.
Warranty Disclaimer
A contract clause that limits or eliminates warranties, essentially saying 'what you see is what you get.' The most common version disclaims implied warranties of merchantability and fitness for a particular purpose, meaning the seller isn't promising the product will work for your specific needs or meet any standard beyond what's explicitly stated.
Warranty Period
The window of time during which a seller, contractor, or service provider guarantees their work and agrees to fix defects at no additional cost. After the warranty period expires, the buyer assumes the risk. Warranty periods vary widely, from 30 days for simple services to lifetime for some manufactured goods.
Work for Hire
Work for hire is a legal rule that says when an employee creates something as part of their job, the employer owns it, not the employee. For freelancers, it only applies to specific categories of commissioned work (like contributions to a larger work) with a written agreement.
Consequential Damages
Consequential damages are indirect losses that flow from a breach of contract, not the immediate harm, but the downstream effects. Think lost profits, lost customers, or a missed business opportunity that only happened because the other side didn't hold up their end of the deal.
Unilateral Contract
A unilateral contract is a one-sided promise where only one party makes a commitment, and the other party accepts by performing a specific act, not by making a promise in return.
Third-Party Beneficiary
A third-party beneficiary is someone who benefits from a contract even though they didn't sign it or negotiate its terms. If two parties specifically intend for a third person to receive a benefit, that person may have legal standing to enforce the contract.
Unjust Enrichment
Unjust enrichment is a legal principle that prevents one party from unfairly profiting at another's expense. If someone receives a benefit they didn't pay for and keeping it would be unjust, courts can order them to pay, even without a written contract.
Waiver of Subrogation
A waiver of subrogation is a contractual clause where one party gives up their insurance company's right to seek reimbursement from the other party after paying a claim.
Attorney's Fees Clause
An attorney's fees clause is a contract provision that determines who pays legal costs if a dispute ends up in court or arbitration. Under the default 'American Rule,' each side pays their own lawyers regardless of who wins. An attorney's fees clause changes this.
Prevailing Party
The prevailing party is the side that wins, or substantially wins, a legal dispute. It matters because many contracts require the losing party to pay the winner's attorney's fees and costs.
Tolling Agreement
A tolling agreement pauses the statute of limitations clock on a potential legal claim. Instead of rushing to file a lawsuit before time runs out, both parties agree to freeze the deadline so they can negotiate a resolution.
Material Adverse Change (MAC) Clause
A Material Adverse Change (MAC) clause gives one party the right to walk away from a deal if something significantly negative happens to the other party's business, finances, or operations between signing and closing.
Exhibit
An exhibit is a document attached to a contract that provides additional detail without cluttering the main agreement. Exhibits contain the specifics, pricing tables, technical specifications, lists of deliverables, that support the general terms. They're legally part of the agreement.
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