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Perspectives

ReferenceInternational Business Law

Modern Contract Language

Legacy contract wording next to its plain replacement: hereby, shall mean, is entitled to, represents and warrants, and the rest of the boilerplate.

Peter Poleacov (updated )3 min

Four people working at a table in an open-plan office, one of them reading from a tablet in the foreground
CategoryDon’t Do ThisDo This
Frontthis Agreementthis agreement
Frontgeneric term “client, provider” etc.“company name”
Frontthe Partiesthe parties
Definitionsshall meanmeans
Declarations“company name” hereby states“company name” states that
Declarations“company name” represents“company name” states that
Declarations“company name” represents and warrants“company name” states that
Declarations“company name” hereby acknowledges“company name” acknowledges
Rightsis entitled tomay
Rightsis authorized tomay
Rightsis permittedmay
Rightsis allowedmay
Rightsreserves the right tomay
Rightsmay but is not required tomay
Rightsshall have the right tomay
No Obligationsmay refuseis not required to
No Obligationsis not obliged tois not required to
Obligations“company name” will deliver [the goods].“company name” shall deliver [the goods].
Obligationsagrees toshall
Obligationsundertakes toshall
Obligationsis obliged toshall
Obligations“company name” must deliver [the goods].“company name” shall deliver [the goods].
Requirements (no party)Each delivery note shall state [the order number].Each delivery note must state [the order number].
Indemnities“company name” shall indemnify and hold harmless [other party] against losses and liabilities.“company name” shall indemnify [other party] against losses and liabilities.
Prohibitionsshall refrain fromshall not
Prohibitions“company name” must not“company name” shall not
Prohibitionsmay notshall not
Prohibitionsis not entitled toshall not
Prohibitionshereby waives the right toshall not
ConditionsIf “company name” shall receive a [notice] …If “company name” receives a [notice],
it shall promptly notify [other party].
Conditions“company name” shall pay [amount], provided that it receives an invoice.“company name” shall pay [amount] if it receives an invoice.
Exceptions“company name” shall not assign this agreement; provided, however, that it may assign this agreement to an affiliate.“company name” shall not assign this agreement, except that it may assign this agreement to an affiliate.
Limitations“company name” shall deliver [the goods] promptly after [the order date], provided that it shall deliver [the goods] no later than [date].“company name” shall deliver [the goods] promptly after [the order date], and in any event no later than [date].
Additions“Territory” means [country], provided that it includes any other country “company name” designates.“Territory” means [country] and any other country “company name” designates.
Separate ProvisionsThis agreement is governed by [country] law, provided that the courts of [city] have exclusive jurisdiction.This agreement is governed by [country] law. The courts of [city] have exclusive jurisdiction.
PoliciesThis agreement shall be governed
by [country] law.		This agreement is governed
by [country] law.
PoliciesThis agreement will terminate [date].This agreement terminates on [date].
PoliciesThis agreement shall terminate [date].This agreement terminates on [date].
Policies, Uncertain EventIf [event] occurs, this agreement shall terminate.If [event] occurs, this agreement will terminate.
Policies, Uncertain EventThis agreement shall terminate upon [event].This agreement will terminate upon [event].
Alternativesmay buy [A] and/or [B]may buy [A] or [B] or both
Alternativesshall buy [A] and/or [B]shall buy [A] or [B] and may buy both
Wordy Phrasesin the event that / in the event ofif
Coupletsshall pay any and all costsshall pay all costs
Coupletsacting by and through its boardacting through its board

Reference: Poleacov, P. (2026). Modern Contract Language. INN.LAW. https://inn.law/en/perspectives/modern-contract-language/