Resources
Contract glossary
The words contracts use, in Plain English, with an example of each.
- Breach of contract
- A breach of contract is a failure by one party to do what it promised in the contract, without a valid excuse.
- Consideration
- Consideration is what each party gives or promises in exchange for the other's promise in a contract.
- Counterpart
- A counterpart is one of several identical copies of a contract, each signed by different parties, which together form one agreement.
- Deed
- A deed is a formal written document that meets special signing rules, commonly used where one side gives nothing in return.
- E-signature
- An e-signature is any electronic way of showing agreement to a document, such as a typed name, a drawn signature or a click.
- Governing law
- Governing law is the legal system the parties choose to interpret their contract and decide disputes about it.
- Indemnity
- An indemnity is a promise to cover another party's losses arising from a particular event or claim.
- Kill fee
- A kill fee is a payment due to a creator or supplier when a client cancels a project before it is finished.
- Liability cap
- A liability cap is the maximum amount one party can be asked to pay the other under a contract.
- Master services agreement
- A master services agreement (MSA) sets the legal terms for an ongoing relationship, with each project then agreed in a separate statement of work.
- Milestone
- A milestone is a defined point in a project, often tied to a deliverable and a payment.
- NDA (non-disclosure agreement)
- An NDA is a contract in which one or both parties agree to keep shared information confidential.
- Retainer
- A retainer is an arrangement where a client pays a regular fee to secure a set amount of time or ongoing access to a supplier.
- Statement of work
- A statement of work (SOW) is a document that describes the specific work, deliverables, timeline and fees for one project.
- Without prejudice
- "Without prejudice" is a label commonly put on settlement communications to signal they are not meant to be used as evidence against the sender.