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Contract-language
General provisions
Risk allocation
Reps & warranties
Miscellany
100

This category of contract provision is a promise to do or not do something.

What is a covenant?

100

A provision that prohibits a party from assigning its rights under a contract.

What is an anti-assignment provision? 

100

Whenever you draft a provision dealing with the payment of money, you should aways answer the following questions: 

Who, What, When, Where, Why, How, and How much? 

100
A representation is a statement about facts in these time frames.
What is past and present?
100

One of the easiest ways to format a contract is to use...

What is sections and subsection? 

200
This category of contract provision is a promise to pay the other party's damages if a statement about a past-, present-, or future fact proves incorrect.
What is a warranty?
200

This term suggests that general provisions are standardized and that can be used in all circumstances when, in fact, they cannot. 

What is boilerplate? 

200

Representations and warranties, covenants, and conditions are all....

What is risk allocation mechanism? 
200

Remedies associated with proving a breach of warranty. 

What is Benefit of the Bargain damages? 

200
Under the rule of contract interpretation known by this Latin phrase, an ambiguity in a provision is resolved against the party that drafted the provision --- IF other rules of interpretation don't provide a resolution.
What is contra proferentem?
300
In most U.S. jurisdictions "hold harmless" is treated as a synonym for this type of contract term.
What is "indemnify"?
300

A provision that expresses the party's intent that a court a court enforce the valid provisions of a contract, even it is finds a provision to be illegal or unenforceable. 

What is a severability clause?

300

Uncertainty at the margins; a matter of degree. This word is talked about in the context of qualifiers.  (i.e. best efforts, workmanlike manner, commercially reasonable). It is neither inherently good or bad but describes a standard that one party could use to purposely create an advantage. 

Vagueness 

300

In a contract case, if a party successfully proves the elements of misrepresentation, the party might be entitled to one or both of these two remedies:

What are 1) avoidance and 2) restitutionary recovery

300

This reduces the length of a contract and aids the reader by showing how the sentences are related. 

What is tabulation? 

400

This archaic section of a contract has been replaced, in modern drafting, by the "Background" section.

What is a "Whereas" clause?

400

This language in a governing law provision broadens the coverage to include tort claims. 

What is arising out of or relating to?

400

Three types of ambiguity that you should be aware of. 

What are Contextual, Semantic and Syntactic?

400

If you draft this type of provision, the maker of the statement will pay damages to the recipient of the statement if the statement isn't true, and the recipient suffers damages.

What is a warranty? 

400
Under the rule of contract interpretation known by this Latin phrase, if a contract term says "food, including apples, oranges, and pears" then a court might limit the term "food" to fruits.
What is ejusdem generis?
500
This three-word phrase can be used to cause an external document to be treated as part of a contract.
What is "incorporated by reference"?
500

Because the right to a jury trial is a constitutional right, courts require that a waiver be...

What is knowing, intentional, and voluntary?

500

A technique that parties use to lessen the credit risk by depositing cash or other property with a neutral third party. 

What is Escrow? 

500

A remedy for a breach of warranty that sets forth in advance the parties' expectations and what it would cost the breaching party. 

What is a liquidated damages provision? 

500
The phrase used to describe finding and resolving business issues. 

What is "adding value to the deal"?