Corporate & Securities Law

Keep This Stuff Out of Your Contracts

By Ken Adams

Black-and-white is simpler than shades of gray-the most straightforward MSCD recommendations are those urging you to scrap entirely a given word or phrase. Here’s a partial list of words and phrases that ideally would be absent from your contracts:

at no time
best efforts
can
cannot
covenant
of any kind
hereinafter referred to as
including but not limited to
including without limitation
in consideration of the foregoing
incorporated by reference
indemnify and hold harmless
in lieu of
intending to be legally bound (but see MSCD 1.124)
in the event of
in witness whereof
it being understood
Latinisms
may at its sole discretion
moral turpitude
notwithstanding
now therefore
prior to
provided, however, that
provided that
pursuant to
represents and warrants
reserves the right to
(s) (at the end of a noun)
said
same (used as a pronound)
set forth in
shall be
shall have the right to
such as
such (used as a pointing word)
subsection
termination or expiration
terms and conditions
that certain
third party
true and correct
under no circumstances
unless the context requires otherwise
until such time as
whatsoever
whereas
willful
without limiting the generality of the foregoing
witnesseth

If you’re wondering why I included a given word or phrase, or if you disagree with any of my selections, I suggest you first consult MSCD, or root around on this blog, then have your say in the comments. And let me know if you’d add anything to the list.

Full post as published by AdamsDrafting on May 18, 2009 (boomark / email).