A
Agreement
A mutual understanding between two or more parties that outlines the rights, obligations, and terms of the relationship. An agreement becomes legally binding when it meets certain legal criteria, thus become a contract.
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Arbitration Clause
An arbitration clause is a contractual clause in which the parties agree that future disputes arising under the contract will not be litigated in court, but instead will be submitted to a neutral third-party arbitrator (or to a panel of arbitrators) for resolution.
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Artificial Intelligence
Artificial Intelligence (AI) refers to the simulation of human intelligence processes by machines, particularly computer systems. In the legal context, AI technologies are designed to perform tasks that would normally require human intelligence, such as analyzing data, identifying patterns, and making decisions.
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Automatic Renewal Clause
An automatic renewal clause is a provision that extends a contract for a new term when the current one ends unless either party provides timely notice of cancellation. These clauses appear in everything from software licenses to office leases, and missing the cancellation deadline means the contract continues for another full term.
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B
Benchmarking Clause
Benchmarking clauses provide that specified terms in the contract will be periodically reviewed against benchmark levels in the applicable marketplace.
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Best and Final Offer
A best and final offer represents the ultimate offer to be made in a negotiation or bidding process.
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Breach of Contract
Failure to comply with the requirements of a contract, without legal excuse, is called a “breach” of the contract.
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Business Associate Agreement
A Business Associate Agreement (BAA) is a legally required contract under HIPAA that governs how a business associate handles protected health information (PHI) on behalf of a covered entity
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C
Capacity to Contract
One important rule is that a party to a contract must have the legal competence or legal ability (i.e., capacity) to enter into a contract.
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Clause Library
A contract clause library stores preapproved language to speed drafting and maintain consistent legal standards.
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Compliance
Compliance occurs when all parties fulfill their obligations as specified in the contracts terms and conditions, including performance standards, timelines and legal requirements.
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Compliance Management
Contract compliance management ensures every agreement meets legal, policy, and regulatory standards — protecting organizations from risk and maintaining operational integrity.
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Conditions of the Contract
In its simplest form, a condition of the contract is a requirement or term of the contract with which one or both of the parties must comply.
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Confidentiality
Confidentiality refers to an agreement that one or more parties to a contract will not disclose certain specified information to third parties.
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Continuing Services Agreement
Under a continuing services agreement, one party agrees to continue providing specified services to another party for a period of time set forth in the agreement.
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Contract
A contract is a legally enforceable agreement entered into by two or more parties to do, or refrain from doing, one or more things specified in the agreement.
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Contract Addendum
A contract addendum amends the terms of an existing contract, without replacing it.
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Contract Amendment
A contract amendment is an addition to, deletion from, modification of, or other change to an existing contract.
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Contract Assignment
Contract assignment transfers rights and obligations from one party to another, maintaining continuity while protecting both sides’ interests.
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Contract Audit
A contract audit is an examination and assessment of performance or information, designed to verify that one or more parties to a contract have complied with requirements or standards set forth in the contract.
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Contract Audit Trail
A contract audit trail records every user action, providing full transparency, compliance proof, and traceability across the contract lifecycle.
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Contract Authoring and Drafting
Contract authoring or drafting involves creating the first version of an agreement using templates or approved clauses to ensure accuracy and compliance.
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Contract Clause
A contract clause is a specific section or provision in a written contract.
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Contract Execution
Contract execution is the process of signing and formalizing a contract to make it legally binding and enforceable between parties
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Contract Extension
A contract extension is an agreement between the parties to an existing contract to extend the terms of that agreement for an additional period of time.
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Contract Lifecycle Management
Contract lifecycle management, sometimes referred to as “CLM,” is the process of planning, negotiating, and implementing the contracts of a company and monitoring, controlling, and analyzing each contract at each stage of the contract’s existence, from conception to termination.
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Contract Management
Contract management is the process of monitoring and managing all of the company’s contracts to ensure that there is compliance with deadlines, deliverables, and all other terms, conditions, provisions and clauses within the organization’s agreements.
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Contract Monitoring
Contract monitoring is the process of ensuring that parties comply with the terms of a contract.
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Contract Renewal
Contract renewal and termination control how agreements end or continue, helping organizations manage risk, cost, and supplier performance.
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Contract Repository
A contract repository is a centralized digital system where organizations store, organize, and manage all their contracts in one searchable location.
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Contract Request/Intake
The contract request or intake process sets the foundation for compliance, ownership, and visibility in contract management.
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Contract Risk Management
Contract risk management is the process by which organizations identify and assess risks and manage contracts to limit liability or other harm to the company.
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Contract Termination
When a contract is terminated, it means that the parties involved are released from their obligations and no longer have to perform the terms outlined in the contract. Understanding the reasons for contract termination and the proper steps to follow can help parties navigate this process effectively.
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Contractual Agreement
A contractual agreement is a legally enforceable agreement entered into by two or more parties to do, or refrain from doing, one or more things specified in the contract.
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Counterparty
A counterparty is the other person or organization you're entering into the agreement with. Both parties have rights and obligations outlined in the contract, and each side is considered a counterparty to the other.
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Cycle Time
Contract cycle time tracks how long it takes to move from request to signature, providing insight into efficiency and process improvement opportunities.
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D
DocuSign
DocuSign’s software allows parties to sign contracts and other documents electronically rather than signing them with pen and paper. This eliminates the need for parties signing a contract to be physically present at the same location.
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Duress
Duress refers to coercion that causes a person to perform an act against his or her will.
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E
Effective Date
An effective date is the date on which legal rights or obligations become binding between two or more parties.
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Escalation Clause
A contract escalation clause allows prices or rates to adjust based on defined cost or market conditions, protecting both parties from financial imbalance.
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Executed Contract
An executed contract refers to a contract that has been signed by all the parties necessary to make it legally enforceable.
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Expiration of a Contract
The expiration of a contract is generally the ending or completion of a contract according to its own terms.
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F
Fixed-Price Contract
A fixed price contract contains an agreement between the parties on the final cost of the goods or services being provided, and the cost is not subject to adjustment
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Force Majeure
A force majeure clause protects parties when extraordinary, uncontrollable events prevent contract performance.
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Fully Executed Contract
When a contract is said to be “fully executed,” it means that all parties to the agreement have fully performed their obligations, or that all of the terms and conditions of the contract have been fulfilled in their entirety.
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G
GDPR
GDPR is the acronym for the General Data Protection Regulation, a European Union law designed to protect the privacy of personal data.
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General Services Agreement
A service agreement refers to a contract in which one party agrees to provide a particular service or services to the other party in return for payment as specified in the contract.
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Governing Law
A clause that specifies which jurisdiction's laws will control the interpretation and enforcement of the contract should a dispute arise.
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H
I
Indemnification
Indemnification assigns financial responsibility for specific losses, protecting parties from third-party claims or damages.
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Integrations
CLM (or contract management software) integrations connect contract management platforms with tools like CRM, ERP, and eSignature software to automate workflows, eliminate silos, and improve accuracy across the contract lifecycle.
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Intellectual Property (IP)
Intellectual property (IP) includes inventions, designs, and creative works protected by law, ensuring creators and businesses maintain ownership and control of their innovations.
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J
Jurisdiction
Jurisdiction defines the court or authority that governs dispute resolution under a contract, ensuring clarity and consistency in enforcement.
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K
L
Letter of Intent (LOI)
A Letter of Intent (LOI) outlines preliminary deal terms and mutual intent to formalize an agreement, providing structure and clarity during early negotiations.
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Licensing Agreement
A licensing agreement grants permission to use intellectual property under defined terms, balancing monetization and protection for both parties.
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Limitation of Liability
A limitation of liability clause in a contract limits the amount of money or damages that one party can recover from another party for breaches or performance failures
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Liquidated Damages
Liquidated damages predefine compensation for breach, providing a fair, enforceable remedy for missed obligations or delays.
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M
Material Breach of Contract
A material breach of contract is a major contract violation that defeats the agreement’s purpose and may justify termination or legal remedies.
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Merger and Acquisition (M&A)
Mergers and acquisitions (M&A) combine or consolidate companies through complex contracts that govern valuation, risk allocation, and ownership transfer.
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Metadata
Contract metadata refers to the structured data that describes and categorizes key details within a contract
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N
Negotiation
Contract negotiation is the exchange of edits and revisions between parties to align on terms, responsibilities, and mutual obligations.
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Non-Disclosure Agreement
A non-disclosure agreement (NDA) is a type of contract that establishes a confidential relationship between two or more parties.
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O
Obligations Management
Contract obligations management tracks and fulfills all contractual duties—ensuring compliance, accountability, and strong performance across the lifecycle.
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Optical Character Recognition
Optical Character Recognition (OCR) is a technology by which a software program can analyze text and convert it into a format that can be processed by a computer or other machine
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Outcomes-Based Contract
An outcomes-based contract is a contract, often for services, that bases payment on the accomplishment of a specified objective, rather than upon time spent working or activities performed.
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P
Q
R
Request
Contract request / intake is the structured process for initiating new agreements, ensuring visibility, compliance, and efficiency from the very start of the contract lifecycle.
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Risk Score
A contract risk score quantifies potential exposure based on defined risk factors, helping teams prioritize reviews and reduce vulnerability.
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S
Service Level Agreement
A Service Level Agreement (SLA) is a contract, or a component of a contract, that establishes specific, measurable performance standards a service provider must meet, along with the consequences for failing to meet those standards.
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Severability
A severability clause preserves the rest of a contract even if one term is invalid, ensuring continuity and enforceability.
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Software Integration
Software integration refers to the process of combining separate software programs or elements into one system.
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Statute of Frauds
The Statute of Frauds is the generic term now given to the set of laws that require certain types of contracts to be in writing.
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T
Termination Clause
A termination clause outlines how a contract can be ended—defining rights, notice periods, and obligations to ensure fairness and minimize risk.
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Termination Date
In contract drafting terminology, many attorneys define “termination date” to be the date that one of the parties ends (or terminates) a contract.
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Termination for Cause
Termination for cause / convenience establishes clear rules for ending a contract—whether due to breach or strategic choice—with fairness and accountability.
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U
V
Version Control
Contract version control tracks edits and ensures teams work from the most current approved contract draft.
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W
Warranty
A contract warranty guarantees performance or quality standards and provides specific remedies if those standards aren’t met.
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Workflow
A contract workflow automates and standardizes each step of the contract lifecycle for visibility, efficiency, and compliance.
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