A
Actual Breach of Contract
An actual breach occurs when a party doesn't fulfill their obligation by the agreed-upon date. This breach may vary in severity depending on the importance of the obligation and how late it was fulfilled.
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Agreement
A mutual understanding between two or more parties that outlines the rights, obligations, and terms of the relationship. An agreement becomes legally binding when it meets certain legal criteria, thus become a contract.
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Anticipatory Breach of Contract
An anticipatory breach occurs when a party signals they won't be able to fulfill their obligation before the agreed-upon date.
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Arbitration Clause
An arbitration clause is a contractual clause in which the parties agree that future disputes arising under the contract will not be litigated in court, but instead will be submitted to a neutral third-party arbitrator (or to a panel of arbitrators) for resolution.
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Artificial Intelligence
Artificial Intelligence (AI) refers to the simulation of human intelligence processes by machines, particularly computer systems. In the legal context, AI technologies are designed to perform tasks that would normally require human intelligence, such as analyzing data, identifying patterns, and making decisions.
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Automatic Renewal Clause
An automatic renewal clause is a provision that, if included in a contract, causes the contract to start a new term (“renew”) at the conclusion of the original contract term, unless one of the parties elects not to continue the contract.
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B
Benchmarking Clause
Benchmarking clauses provide that specified terms in the contract will be periodically reviewed against benchmark levels in the applicable marketplace.
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Best and Final Offer
A best and final offer represents the ultimate offer to be made in a negotiation or bidding process.
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Breach of Contract
Failure to comply with the requirements of a contract, without legal excuse, is called a “breach” of the contract.
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C
Capacity to Contract
One important rule is that a party to a contract must have the legal competence or legal ability (i.e., capacity) to enter into a contract.
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Compliance
Compliance occurs when all parties fulfill their obligations as specified in the contracts terms and conditions, including performance standards, timelines and legal requirements.
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Conditions of the Contract
In its simplest form, a condition of the contract is a requirement or term of the contract with which one or both of the parties must comply.
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Confidentiality
Confidentiality refers to an agreement that one or more parties to a contract will not disclose certain specified information to third parties.
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Continuing Services Agreement
Under a continuing services agreement, one party agrees to continue providing specified services to another party for a period of time set forth in the agreement.
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Contract
A contract is a legally enforceable agreement entered into by two or more parties to do, or refrain from doing, one or more things specified in the agreement.
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Contract Addendum
A contract addendum amends the terms of an existing contract, without replacing it.
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Contract Amendment
A contract amendment is an addition to, deletion from, modification of, or other change to an existing contract.
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Contract Audit
A contract audit is an examination and assessment of performance or information, designed to verify that one or more parties to a contract have complied with requirements or standards set forth in the contract.
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Contract Clause
A contract clause is a specific section or provision in a written contract.
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Contract Extension
A contract extension is an agreement between the parties to an existing contract to extend the terms of that agreement for an additional period of time.
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Contract Lifecycle Management
Contract lifecycle management, sometimes referred to as “CLM,” is the process of planning, negotiating, and implementing the contracts of a company and monitoring, controlling, and analyzing each contract at each stage of the contract’s existence, from conception to termination.
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Contract Management
Contract management is the process of monitoring and managing all of the company’s contracts to ensure that there is compliance with deadlines, deliverables, and all other terms, conditions, provisions and clauses within the organization’s agreements.
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Contract Monitoring
Contract monitoring is the process of ensuring that parties comply with the terms of a contract.
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Contract Renewal
Contract renewal is the extension of an existing contract for a new term, the duration of which is specified in the contract.
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Contract Repository
A contract repository is a place where contracts are stored.
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Contract Risk Management
Contract risk management is the process by which organizations identify and assess risks and manage contracts to limit liability or other harm to the company.
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Contract Termination
When a contract is terminated, it means that the parties involved are released from their obligations and no longer have to perform the terms outlined in the contract. Understanding the reasons for contract termination and the proper steps to follow can help parties navigate this process effectively.
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Contractual Agreement
A contractual agreement is a legally enforceable agreement entered into by two or more parties to do, or refrain from doing, one or more things specified in the contract.
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Counterparty
A counterparty is the other person or organization you're entering into the agreement with. Both parties have rights and obligations outlined in the contract, and each side is considered a counterparty to the other.
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D
DocuSign
DocuSign’s software allows parties to sign contracts and other documents electronically rather than signing them with pen and paper. This eliminates the need for parties signing a contract to be physically present at the same location.
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Duress
Duress refers to coercion that causes a person to perform an act against his or her will.
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E
Effective Date
An effective date is the date on which legal rights or obligations become binding between two or more parties.
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Executed Contract
An executed contract refers to a contract that has been signed by all the parties necessary to make it legally enforceable.
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Expiration of a Contract
The expiration of a contract is generally the ending or completion of a contract according to its own terms.
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F
Fixed-Price Contract
A fixed price contract contains an agreement between the parties on the final cost of the goods or services being provided, and the cost is not subject to adjustment
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Fully Executed Contract
When a contract is said to be “fully executed,” it means that all parties to the agreement have fully performed their obligations, or that all of the terms and conditions of the contract have been fulfilled in their entirety.
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G
GDPR
GDPR is the acronym for the General Data Protection Regulation, a European Union law designed to protect the privacy of personal data.
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General Services Agreement
A service agreement refers to a contract in which one party agrees to provide a particular service or services to the other party in return for payment as specified in the contract.
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H
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L
Limitation of Liability
A limitation of liability clause in a contract limits the amount of money or damages that one party can recover from another party for breaches or performance failures
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M
Material Breach of Contract
A material breach occurs when someone fails to fulfill a significant promise in the contract, like not delivering the product at all.
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Minor Breach of Contract
A minor breach occurs when someone doesn't fully meet a minor promise in the contract, like being a few days late on a delivery. These breaches typically don't lead to severe consequences.
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Mutual Breach of Contract
A mutual breach occurs when both parties agree to breach the contract, typically due to a mutual understanding that the original agreement is no longer viable or beneficial. In these cases, both parties may agree on new terms or dissolve the contract altogether.
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N
Non-Disclosure Agreement
A non-disclosure agreement (NDA) is a type of contract that establishes a confidential relationship between two or more parties.
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O
Optical Character Recognition
Optical Character Recognition (OCR) is a technology by which a software program can analyze text and convert it into a format that can be processed by a computer or other machine
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Outcomes-Based Contract
An outcomes-based contract is a contract, often for services, that bases payment on the accomplishment of a specified objective, rather than upon time spent working or activities performed.
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R
Repudiatory Breach of Contract
A repudiatory breach occurs when a breach is so significant that it gives the innocent party the right to refuse the terms of the contract altogether. This type of breach is severe and often leads to contract termination and legal action.
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S
Software Integration
Software integration refers to the process of combining separate software programs or elements into one system.
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Statute of Frauds
The Statute of Frauds is the generic term now given to the set of laws that require certain types of contracts to be in writing.
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T
Termination Date
In contract drafting terminology, many attorneys define “termination date” to be the date that one of the parties ends (or terminates) a contract.
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