Loading…
Short, jurisdiction-neutral definitions of the legal terms that show up in contracts, lawsuits, and business documents. Each entry explains what the term means, what it does in a document, and the mistakes to avoid.
A Non-Disclosure Agreement (NDA) is a contract in which one or both parties agree not to share specific information with anyone outside the agreement. It defines what counts as confidential, how long the duty lasts, who the information can be shared with, and what happens if it leaks.
Read the definition →Force majeure is a contract clause that excuses a party from performing its obligations when extraordinary events outside its control — war, natural disaster, government action, pandemic — make performance impossible or impractical. The clause defines which events qualify, what notice must be given, and what remedies apply.
Read the definition →Indemnification is a contractual promise by one party (the indemnitor) to cover losses suffered by another party (the indemnitee) arising from specific events — typically third-party claims, breach of representations, or specified harms. The clause defines which losses are covered, triggers, caps, and any exclusions.
Read the definition →Due diligence is a structured investigation of a business, asset, or contract before a transaction — typically an acquisition, investment, major partnership, or large contract. It identifies risks, confirms representations, and helps price the deal. Legal DD focuses on contracts, litigation, IP, employment, and compliance.
Read the definition →A Data Processing Agreement (DPA) is a contract between a data controller and a data processor that defines how personal data may be processed on the controller's behalf. Under GDPR Article 28, a DPA is mandatory whenever a controller uses a processor and must cover subject matter, duration, scope, and the processor's obligations.
Read the definition →A breach of contract occurs when one party fails to perform what the contract required — failing to deliver, refusing to pay, delivering late, or delivering something that does not meet the agreed specifications. The non-breaching party can usually claim remedies including damages, termination, or in some cases specific performance.
Read the definition →Arbitration is a private dispute-resolution process in which the parties submit their dispute to one or more arbitrators whose decision (the "award") is binding and enforceable in court. It is the main alternative to litigation for commercial contracts, and international awards are enforceable in 170+ countries under the 1958 New York Convention.
Read the definition →A Service Level Agreement (SLA) is a contract component that sets measurable performance targets a provider commits to meeting — typically uptime, response time, resolution time — with defined credits or remedies when the targets are missed. SLAs turn marketing promises ("highly available," "responsive support") into enforceable commitments.
Read the definition →A Limitation of Liability clause caps the maximum monetary exposure one party faces for losses caused to the other under a contract. It typically combines a total damages ceiling — often 12 months of fees paid — with a blanket exclusion of indirect or consequential damages such as lost profits, loss of data, and business interruption.
Read the definition →Intellectual Property (IP) is the set of legally recognised rights over creations of the mind — copyrights, trademarks, patents, trade secrets, and related rights. In contracts, an IP clause allocates ownership of pre-existing and newly created IP, grants or withholds licences to use it, and sets who bears the risk if the IP turns out to infringe a third party's rights.
Read the definition →A Governing Law clause specifies which jurisdiction's substantive law will be used to interpret the contract and resolve disputes arising under it. It is usually paired with a forum clause — identifying which courts or arbitral body hears disputes — and together they form the dispute-resolution backbone of any cross-border commercial agreement.
Read the definition →A Termination Clause sets out the circumstances under which a party can end the contract before its natural expiry, the notice required, and what survives termination. The three main flavours are termination for cause (material breach, insolvency), termination for convenience (notice-based, no fault needed), and termination on change of control.
Read the definition →