This document provides an overview of common clauses found in contracts. It defines termination, confidentiality, intellectual property rights, assignment, and force majeure clauses. It also describes acceleration, consideration, liquidated damages, payment of costs, and retention of title (R.O.T.) clauses. Additionally, it defines the differences between warranties and guarantees, noting that a warranty guarantees a product while a guarantee is a written promise ensuring performance. Examples are provided for each clause type.

1. UNIT 10- TOLES FOUNDATION
SEMINARIO DE INGLES JURIDICO. U.C.C. OCTUBRE 2016
DRA. PEREZ DEL VISO/ LIC. MUÑOZ LUNA
CONTRACT CLAUSES

2. CONTENTS OF THIS UNIT
• TYPICAL CONTRACT CLAUSES (INTRODUCTION)
• COMMERCIAL VOCABULARY (perishable goods,
merchandise, warehouse, budget, premises,
instalments, serial number, invoice; verbas to owe, to
store, to cease to trade)
• TERMINATION CLAUSES (serious breach).
• INTELLECTUAL PROPERTY CLAUSES
(assignor/assignee, to grant, licence,
licensor/licensee; encumbrances, IP rights)
• R.O.T. clause.
• WARRANTY, INDEMNITY, FORCE MAJEURE clauses.

3. CONTRACT CLAUSES
• TERMINATION CLAUSE: It contains information about the
expiration of the contract. Term is not equal to termination.
“Term” is duration. Termination is ways to expire.
• CONFIDENTIALITY CLAUSE: It deals with information that
must remain secret. Not to tell or disclose certain
information.
• INTELLECTUAL PROPERTY RIGHTS: It deals with IP rights
• ASSIGNMENT clause: It prohibits or permits assignment
under certain conditions.
• FORCE MAJEURE clause: protects against failures to
perform obligations due to unavoidable events beyond the
party´s control, such as natural desasters or wars.

4. OTHER CLAUSES
• ACCELERATION CLAUSE: it requires to pay sooner than
as agreed upon the occurrence of some event, such as
failure to make payment of an instalment.
• CONSIDERATION CLAUSE. States the reason, motive,
price which induces one party to enter into an
agreement.
• LIQUIDATED DAMAGES: It refers to a predetermined
sum a non-breaching party would receive if the other
party breaches a part of the contract.
• PAYMENT OF COSTS: it states which party would have
to pay costs related to preparation of the agreement
and ancillary documents

5. R.O.T. Clause
• “RETENTION OF TITLE” clause.
• In a contract for the sale of ordinary goods, the R.O.T.
clause ensures that the providing company will retain
domain on the goods.
• This clause is a sensible precaution, which anticipates
the pitfalls that one party may experience in the future.
• A pitfall is a problem that is very likely to happen in the
future.
• The clause says the seller retains title to the goods
until the seller receives full payment.

6. WARRANTY AND GUARANTEE
• A Warranty is a guarantee that one party gives to the other.
• A warranty is usually a written guarantee for a product and
declares the maker’s responsibility to repair or replace a
defective product or its parts.
• A guarantee is an agreement assuming responsibility to
perform, execute, or complete something and offering
security for that agreement.
• “GUARANTEE” is a promise or an assurance, especially one
given in writing, that attests to the quality or durability of a
product or service, or a pledge that something will be
performed in a specified manner.
• “GUARANTY” is an old form for “guarantee”; on the other
hand, “guaranty” is something given or held as security
until a debt is paid or the performance of a duty is fulfilled.

7. SOURCES
KROIS- LINDNER and TRANSLEGAL: “International Legal
English” 2nd edition. Cambridge U.P.
MASON, Catherine: “The Lawyer´s English Language
Coursebook” 2nd Edition. Global Legal English Ltd.
TOLES Legal: “Practice Papers for TOLES- FOUNDATION AND
HIGHER” Book 2. Global Legal English Ltd.
GRAMMARIST WEBPAGE: available at:
http://grammarist.com/usage/guarantee-vs-guaranty