Contract clauses- by Dra Daniela Zabala-

1. Understanding
Contracts II
Daniela Zabala-
Seminario de Ingles Jurídico 2020 Universidad Católica de Cuyo sede
San Luis.

2. 1. Typical contract
clauses
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3. Typical Contract Clauses
At the beginning of most commercial
contracts there are sections that deal with:
▧ The names of the parties
▧ The background to the contract
▧ The defined terms
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4. Typical Contract Clauses
Then you will find the main body of the
contract, that is made up of clauses.
▧ A clause that states the term of the
contract, that is the duration of the
contract.
▧ A termination clause, that contains
information about the expiration of the
contract.
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5. Typical Contract Clauses
▧ A confidentiality clause or the non- disclosure
clause obliges one the parties to keep confidential
certain information connected with the other
party.
▧ Intellectual property rights is very common in
contracts under which someone as an author or a
freelance designer produces creative work for a
third party. Most contracts make clear who has
the copyright in intellectual property.
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6. 2. Termination
clauses
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7. Termination Clause
▧ This clause tells the parties the circumstances
under which the contract can end before the
agreed date.
▧ It often lists three ways in which this can happen.
▧ When a contract ends before the agreed date we
say that the contract is terminated.
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8. Termination Clause
1. The first way in which a contract can terminate is
that one party gives notice to the other.
▧ This is a period of warning that one party is about
to end the contract.
▧ It is usual to say that notice must be in writing.
▧ A typical notice period in an employment
contract, for example, is four weeks.
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9. Termination Clause
2. The second way in which a contract can terminate is in
circumstances where one of the parties commits a material
breach of the contract.
▧ A material breach is a significant breach.
▧ It is not usually possible to terminate the contract because of
a minor breach. This is a small and more insignificant breach.
▧ UK courts does not consider this type of breach serious
enough to end the contract.
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10. Termination Clause
3. The third way in which a contract can terminate is in
circumstances where one of the parties has serious problems
concerning money.
▧ It states that if one the party’s business goes into
liquidation, this will terminate the contract.
▧ This is to protect the party who may lose money if the
contract is allowed to continue.
▧ It also may state tha if one party’s business ceases trading,
then the contract will terminate.
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11. Termination clause
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Read the text below. It is from a contract. Some
of the words in the text are underlined. The
meanings of these words appear in the list
below, but they are not in the same order.
Match the underlined words in the text with the
correct meanings writing the letters (A, B ,C,
etc.) in the list below. There is an example at the
beginning.

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14. Reading and Listening Activity
Read the clause from a contract and answer these
questions
1. Which word means ship or boat?
2. What does the clause deal with?
3. What words are used to refer to each party to the
contract?
4. What do you think probable readiness means?
5. What does the word shall mean in the context of this
clause?
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17. Thanks!
Any questions?
You can find me at daniela.zabala26@gmail.com
Sources: Mason Catherine. “The Lawyers English Language Coursebook”, Second Edition, Global Legal English
LTD, 2014, England.
Krois-Lindner Amy y Firth Matt. “Introduction to International Legal English”, Cambrigde University Press, 2008,
UK.
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