English For Cool Dudes

📜 Contract Terminology Masterclass

Specialist-level (C2) vocabulary for precise legal drafting. (7 Minutes)

🔗 1. Specialist Contract Vocab Match

Match the formal **Contract Term** (Blue border) with its modern **Meaning** (Gray border).

❓ 2. Usage Comprehension

Read the scenario below, then answer the questions to test your contextual understanding.

Contract Scenario: Software Licensing Agreement

The agreement opens with a recital, stating, **"WHEREAS**, the Licensor has **heretofore** developed the software..." which establishes the background. A key **stipulation** within the main body requires the Licensee to maintain up-to-date virus protection. The Licensor is required to **warrant** that the software is free from third-party IP infringement. Furthermore, the Licensee must provide an **indemnity** against any claims arising from misuse of the software. Finally, the inclusion of a **severability** clause ensures that if any single term is later deemed unenforceable, the entire contract doesn't fail.

1. Which term is used in the introductory recitals of a contract to state background facts?

  • Heretofore
  • Whereas
  • Indemnity
  • Stipulation

2. What is the primary purpose of an **indemnity** clause in a commercial contract?

  • To protect one party from financial loss or liability incurred by the other.
  • To establish the jurisdiction for future litigation.
  • To demand an immediate upfront payment.
  • To transfer ownership of intellectual property.

3. If a court finds one clause to be illegal, the **Severability** clause ensures that:

  • The entire contract must be renegotiated immediately.
  • The clause is automatically replaced by a legal alternative.
  • The remainder of the contract remains in full force and effect.
  • The contract is automatically voided.

📝 3. Contractual Gap-Fill

Click a **Word** in the bank to select it (it turns blue), then click the blank space () where you want to place it. Click a filled space to clear it.

Word Bank:

warrant heretofore stipulation indemnity severability

1. The agreement contains a **strict** that all changes must be submitted in writing.

2. To protect the company, the contract includes a clause, preventing the agreement from being invalidated by minor legal issues.

3. The seller does hereby that the title to the property is clear and free of all encumbrances.

4. The buyer requested an against any future tax liabilities arising from the seller's operations.

5. The business was operating under a different name, which had been the registered name in all previous contracts.

🎯 4. Discussion & Practice

Discuss the following questions with a colleague or mentor to practice using these formal terms.

  • Why is using words like **Heretofore** and **Whereas** still common in formal legal English?
  • In simpler terms, how would you explain the meaning of **Indemnity** to a new client?
  • Give an example of a **stipulation** you might find in an IT services contract.
  • If you were drafting a contract, how would you ensure the **severability** clause is robust?