25 Essential Contract Drafting Verbs Every Lawyer Should Know

Introduction:

Contract drafting relies heavily on precise verbs, and choosing the right one can affect obligations, liability, and enforceability. These 25 verbs are some of the most widely used in commercial agreements. Each entry includes a clear definition and a sample clause so you can see exactly how the term appears in practice.

25 Essential Contract Drafting Verbs

1. Represent

Definition: To make a formal statement of fact that the other party may rely on.
Sample Clause: “The Seller represents that all financial statements provided are true, correct, and not misleading.”

2. Warrant

Definition: To guarantee the truth of a statement or the quality of goods or services.
Sample Clause: “The Contractor warrants that all deliverables shall conform to the specifications set forth in Exhibit A.”

3. Indemnify

Definition: To compensate and protect another party against losses, claims, or liabilities.
Sample Clause: “Vendor shall indemnify, defend, and hold harmless the Company from and against all claims arising out of Vendor’s breach of this Agreement.”

4. Covenant

Definition: To make a binding promise to perform or avoid an action.
Sample Clause: “The Tenant covenants to maintain the premises in good repair at all times.”

5. Acknowledge

Definition: To formally accept or confirm a fact or obligation.
Sample Clause: “The Employee acknowledges that any confidential information obtained shall remain Company property.”

6. Disclose

Definition: To reveal or provide information required under the contract.
Sample Clause: “Each party shall promptly disclose any material changes affecting its ability to perform.”

7. Assign

Definition: To transfer contractual rights to another party.
Sample Clause: “No party may assign this Agreement without prior written consent, except to a successor by merger.”

8. Delegate

Definition: To transfer contractual duties or performance obligations.
Sample Clause: “Supplier shall not delegate performance of its obligations without the Company’s approval.”

9. Execute

Definition: To sign a contract with intent to be legally bound.
Sample Clause: “This Agreement is effective upon being executed by both Parties.”

10. Terminate

Definition: To formally end the contract or the parties’ obligations.
Sample Clause: “Either party may terminate this Agreement upon thirty (30) days’ written notice.”

11. Amend

Definition: To modify or revise the contract terms.
Sample Clause: “This Agreement may be amended only by a written instrument signed by both Parties.”

12. Notify

Definition: To give formal written notice as required by the contract.
Sample Clause: “The Company shall notify the Client of any deviation from the project timeline.”

13. Consent

Definition: To grant approval for a proposed action.
Sample Clause: “The Lender must consent before the Borrower incurs additional debt.”

14. Waive

Definition: To voluntarily give up a contractual right.
Sample Clause: “No failure to enforce any provision shall constitute a waiver of future enforcement.”

15. Enforce

Definition: To compel compliance with contractual obligations.
Sample Clause: “The Company may enforce its rights under this Agreement through any available legal remedy.”

16. Guarantee

Definition: To promise performance or obligations of another party.
Sample Clause: “The Parent Company hereby guarantees full performance of the Subsidiary’s obligations.”

17. Perform

Definition: To carry out obligations under the agreement.
Sample Clause: “The Contractor shall perform all services in accordance with the standards stated herein.”

18. Deliver

Definition: To provide goods, documents, or work product as required.
Sample Clause: “The Consultant shall deliver the final report no later than July 1, 2025.”

19. Limit

Definition: To restrict liability, responsibility, or financial exposure.
Sample Clause: “The Parties agree to limit liability to direct damages only, expressly excluding consequential, incidental, and punitive damages.”

20. Resolve

Definition: To settle disputes or disagreements.
Sample Clause: “The Parties shall first attempt to resolve any dispute through good faith negotiation.”

21. Bind

Definition: To legally obligate a party to the contract.
Sample Clause: “This Agreement shall bind the Parties and their permitted successors.”

22. Comply

Definition: To act in accordance with laws, obligations, or contract terms.
Sample Clause: “The Company shall comply with all applicable regulations.”

23. Retain

Definition: To keep possession, control, or legal rights.
Sample Clause: “The Client shall retain all intellectual property rights in the Deliverables.”

24. Mitigate

Definition: To reduce or minimize losses or damages.
Sample Clause: “The Claimant shall mitigate damages arising from any breach.”

25. Undertake

Definition: To formally agree to perform an obligation; a strong contractual commitment.
Sample Clause: “The Service Provider undertakes to meet all performance standards described in Schedule 1.”

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