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| firm:drafting:legal-instruments [2025/09/29 17:21] – admin | firm:drafting:legal-instruments [2026/03/10 15:17] (current) – [Definitions] admin | ||
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| Typically, the text begins with an interpretation section. This section may be a single section without sub-sections. | Typically, the text begins with an interpretation section. This section may be a single section without sub-sections. | ||
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| + | === Standard logic === | ||
| + | |||
| + | The structure of an agreement must move from the most general rules needed to read the agreement to the details particular to the parties, with a final, general, part that details the general rules for termination and dispute resolution. This movement must also work chronologically. A reader must be able to understand | ||
| + | |||
| + | - how the agreement needs to be read; | ||
| + | - the obligations established by the agreement; | ||
| + | - the manner in which decisions relating to the obligations are made; | ||
| + | - the kind and amount of information shared between the parties; | ||
| + | - the method or means of exchange between the parties; | ||
| + | - the manner in which the agreement is administered; | ||
| + | - the method of dispute resolution (if any) required between the parties; | ||
| + | - the means of terminating the agreement; | ||
| + | - default of the agreement; and | ||
| + | - general administration of the agreement. | ||
| + | |||
| + | This structure is similar to the hourglass structure of many essays. | ||
| ==== Style ==== | ==== Style ==== | ||
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| These guidelines apply as much to contract drafting as to legislative drafting. They limit the use of definitions to cases of clear ambiguity or altering the common meaning of a word or phrase such that it bears a meaning specific to the contract. | These guidelines apply as much to contract drafting as to legislative drafting. They limit the use of definitions to cases of clear ambiguity or altering the common meaning of a word or phrase such that it bears a meaning specific to the contract. | ||
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| + | Definitions do not create substantive rules. | ||
| + | |||
| + | Definitions cannot cross-reference the use of a term or a definition in a section. If a section requires a specific definition that will not apply to the entire agreement, that definition should appear in the section. | ||
| Definitions are located in either a general or specific definitions section. | Definitions are located in either a general or specific definitions section. | ||
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| * The decision to create specific definitions may be made when a limited part of the contract requires a departure from a word or phrase' | * The decision to create specific definitions may be made when a limited part of the contract requires a departure from a word or phrase' | ||
| - | ===== Common | + | ===== Common |
| Agreements will often require similar language one between the other. Language carried over between agreements helps the drafter by lessening the workload and allowing the drafter to focus on the more thorny parts of a text. | Agreements will often require similar language one between the other. Language carried over between agreements helps the drafter by lessening the workload and allowing the drafter to focus on the more thorny parts of a text. | ||
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| This provision will cause all the definitions from the referenced section to become incorporated by reference in the agreement. A drafter should take care not to unwittingly incorporate definitions that are at odds with the intended meaning of a word or phrase in the agreement. Blanket incorporation by reference must only be used when the drafter has reviewed the definitions and made sure that the agreement and statute properly use each defined term. | This provision will cause all the definitions from the referenced section to become incorporated by reference in the agreement. A drafter should take care not to unwittingly incorporate definitions that are at odds with the intended meaning of a word or phrase in the agreement. Blanket incorporation by reference must only be used when the drafter has reviewed the definitions and made sure that the agreement and statute properly use each defined term. | ||
| + | |||
| + | ==== Sections that probably don't need to exist ==== | ||
| + | |||
| + | === Amendments === | ||
| + | |||
| + | An agreement may only be amended with both parties' | ||
| + | |||
| + | '' | ||
| ---- | ---- | ||
