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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.”Try Personalized Lessons with a Legal English Teacher
At LegalEnglish4Lawyers.com, you can learn directly with an experienced lawyer and Legal English teacher. Lessons focus on both Legal English and Business English, helping you:
- Master the vocabulary of contracts, negotiations, and compliance
- Build confidence in client meetings, presentations, and written communication
Ready to start? Book your personalized lesson today.
Disclaimer
The content provided herein is only for discussion purposes and may contain errors. The reader is responsible for confirming the accuracy of the information provided. The content does not constitute legal or professional advice. We disclaim any liability for any loss or damage incurred directly or indirectly from the use of this information.
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Legal English for Lawyers: 20 Real Phrases Lawyers Use to Talk About Their Cases
Introduction:
This list of legal English phrases may seem somewhat random — and that’s because it is. These expressions come directly from real conversations with lawyers about their cases, clients, and court proceedings. Each one reflects how legal professionals actually speak in practice, not just how they write.
For non-native English-speaking lawyers, learning these authentic phrases will help you sound natural and confident in professional discussions, client meetings, and legal correspondence.
Key Phrases Lawyers Actually Use
1. Minimum Billable Hours
Refers to the minimum amount of time a lawyer must bill within a set period.
Example: “Associates must meet the firm’s minimum billable hours each quarter.”2. Still at Square One
Means no progress has been made; you are back where you started.
Example: “After months of discovery, we’re still at square one.”3. Half the Estate
Used to indicate a proportional share in property or inheritance.
Example: “She claimed half the estate under the will.”4. Carved Out
Something intentionally excluded from a broader deal or arrangement.
Example: “Intellectual property rights were carved out of the merger agreement.”5. In Probate
Describes assets or property being reviewed by a probate court.
Example: “The property remains in probate until the executor completes the filings.”6. A Bona Fide Dispute
A genuine, good-faith disagreement between parties.
Example: “The court found a bona fide dispute regarding the creditor’s claim.”7. The Objections Were Relevant
A phrase used when the court sustains well-founded objections.
Example: “The objections were relevant and properly sustained.”8. Claiming Sole Ownership of Half the Estate
Used to describe an inconsistent position in property or inheritance cases.
Example: “He was claiming sole ownership of half the estate.”9. Joint Tenancy
A form of co-ownership giving both parties equal rights and survivorship.
Example: “They held the property in joint tenancy with right of survivorship.”10. Prenup Agreement
Short for “prenuptial agreement,” a contract made before marriage defining financial and property rights.
Example: “They signed a prenup agreement to protect their separate assets.”11. Assets
Everything of value owned by a person or entity.
Example: “The underlying assets will be distributed according to the trust.”12. On the Record
Statements officially entered into the court record or transcript.
Example: “Counsel requested to make her comments on the record.”13. Separate Property
Property owned individually and not subject to division at divorce.
Example: “The court ruled the investment account was separate property.”14. Community Property
Assets acquired during marriage that belong equally to both spouses.
Example: “The house purchased after marriage is community property.”15. Postnup Agreement
A contract made after marriage defining financial or property rights.
Example: “They signed a postnup agreement clarifying ownership of the business.”16. Settlement Strategy
A plan outlining how a party intends to negotiate or resolve a dispute.
Example: “Before mediation, we discussed our settlement strategy with the client.”17. An Asset Protection Scheme
A structure designed to shield property from creditors or claims.
Example: “The trust was challenged as an asset protection scheme.”18. Burden of Proof
The obligation to establish a claim or defense to the required legal standard.
Example: “The burden of proof rests with the plaintiff.”19. Absent an Express Stipulation or Mechanism
Formal phrasing meaning “unless the contract provides otherwise.”
Example: “Absent an express stipulation or mechanism, the default rule applies.”20. Delay Tactics
Actions intended to postpone proceedings or slow litigation.
Example: “The opposing counsel’s repeated continuance requests were clear delay tactics.”Try Personalized Lessons with a Legal English Teacher
At LegalEnglish4Lawyers.com, you can learn directly from an experienced lawyer and Legal English teacher.
Lessons focus on both Legal English and Business English, helping you:- Master the vocabulary of contracts, litigation, and negotiations
- Build confidence when communicating with clients and colleagues
Ready to start? Book your personalized lesson today.
Disclaimer
The content provided herein is only for discussion purposes and may contain errors. The reader is responsible for confirming the accuracy of the information provided. The content does not constitute legal or professional advice. We disclaim any liability for any loss or damage incurred directly or indirectly from the use of this information.
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How CEOs Are Talking About AI in the Workplace: 21 Key Terms Lawyers Should Know
Introduction:
Artificial intelligence (AI) is transforming not only how businesses operate but also the language we use to describe work. As The Wall Street Journal recently reported, Walmart’s CEO Doug McMillon has warned that AI will “literally change every job.”
This post breaks down 21 key AI vocabulary terms being used to describe the workplace, with clear explanations and examples to help lawyers, law students, and in-house counsel use them confidently in professional contexts.
Key Vocabulary and Phrases
1. Agent Builder
A brand-new job role where employees design and maintain AI tools, often specializing in creating conversational AI or “agents” for specific business purposes. Walmart recently introduced this position, showing how novel roles are emerging as AI spreads.
Example: “The retailer hired agent builders to create AI solutions for customer service.”
2. Human-in-the-Loop
An AI system design requiring human oversight or intervention to maintain quality, safety, and ethical standards. This model is critical in compliance, liability, and ethical discussions.
Example: “The company adopted a human-in-the-loop model for contract review automation to ensure accuracy.”
3. AI Agents
Chatbots or digital assistants built to interact with customers, employees, or suppliers. They are often designed for a specific purpose, such as handling customer service inquiries or streamlining procurement. Widely used in retail, finance, and law firms.
Example: “The firm deployed AI agents to handle supplier inquiries.”
4. Generative AI (GenAI)
GenAI is a type of artificial intelligence that can create new content such as text, images, or code. By contrast, AI is a broader term, covering all systems that perform tasks requiring human-like intelligence, including automation, prediction, and data analysis.
Example: “While AI helps automate warehouse operations, generative AI (GenAI) is being tested to draft contracts and summarize legal documents.”
5. Lighthouse Project
A high-profile, strategic pilot project used to highlight how AI can transform a specific function, such as research or the supply chain. These projects serve as a proof-of-concept to inspire broader adoption of new technology.
Example: “Syngenta launched a lighthouse project to test AI-driven research methods.”
6. Job Composition Uncertainty
Uncertainty about which jobs will grow, shrink, or vanish as AI spreads. This is a key discussion topic in workforce reports and board meetings.
Example: “Executives admitted there was job composition uncertainty as AI spread.”
7. Workforce Transformation
Major, proactive shifts in the structure and composition of jobs within an organization, often due to AI or automation. It is a strategic process aimed at preparing the workforce for the future.
Example: “The new AI system triggered a workforce transformation across all departments.”
8. Job Redeployment
Reassigning employees to new roles when their old positions are eliminated. This is a key component of a managed workforce transformation and helps reduce layoffs and legal exposure.
Example: “Redeployment helped reduce legal risks during restructuring.”
9. Reskilling / Retraining
Teaching workers new skills to transition into new roles. This is a common practice in corporate compliance and union agreements.
Example: “The employer committed to reskilling its workforce as AI altered job requirements.”
10. Upskilling
Improving existing skills to remain competitive and relevant in an evolving workplace. This is important in continuing legal education and HR initiatives.
Example: “Lawyers must upskill in technology law to advise AI-driven clients.”
11. Exiting Employees
Letting go of workers who cannot be reskilled or redeployed in the AI era. This reflects a strategic workforce decision often mentioned in corporate announcements and HR policies.
Example: “The consulting firm announced it was exiting employees who could not be retrained for AI-driven roles.”
12. Job Elimination
The permanent removal of roles when AI or automation replaces tasks. This is a central concept in layoffs and redundancy policies.
Example: “The company announced job eliminations in its logistics division after introducing AI tools.”
13. Displacement
The loss of employment due to automation or restructuring. It’s a frequent topic in labor law and government policy.
Example: “AI has caused significant worker displacement in logistics.”
14. Head Count
The total number of employees in a company. This is a shorthand term used in HR, contracts, and annual reports.
Example: “Despite automation, Walmart’s head count is expected to remain flat.”
15. Role Composition
The mix of job categories within an organization. This is a core metric in workforce planning and disclosure.
Example: “The company’s role composition shifted as more technical roles emerged.”
16. Automation
Using machines or software to perform tasks previously done by humans. This is a central concept in employment and contract law.
Example: “Warehouse automation has reduced the need for manual labor.”
17. Back-of-Store Tasks
Operational duties performed away from customer view, such as inventory management and sorting, which are often the first to be automated.
Example: “AI now performs many back-of-store tasks like inventory tracking.”
18. Humanoid Robots
Robots designed to resemble humans. While they are a topic of corporate strategy, they are rarely used in customer-facing roles.
Example: “The CEO stressed that humanoid robots won’t replace workers in front-line positions.”
19. Soft Skills
Interpersonal and communication abilities. These are increasingly valued as technical tasks are automated because they are considered difficult to automate.
Example: “Employers now emphasize soft skills like communication and adaptability.”
20. Resilience
The ability to adapt and recover from change. This is seen as a key predictor of long-term workplace success in the face of technological disruption.
Example: “Resilience proved essential during the company’s transition to AI tools.”
21. Job Security
The expectation of stable employment. It is an increasingly uncertain concept in the AI-driven workplace.
Example: “AI adoption has raised concerns about long-term job security.”
Conclusion
AI is transforming not only the workplace but also the vocabulary of work. For lawyers, law students, and in-house counsel, understanding terms like agent builder, human-in-the-loop, and displacement is key to advising clients, drafting contracts, and navigating labor law in the AI era.
Try Personalized Lessons with a Legal English Teacher
At LegalEnglish4Lawyers.com, you can learn with an experienced lawyer and Legal English teacher. Lessons focus on both Legal English and Business English, helping you:
- Master the vocabulary of contracts, negotiations, and compliance
- Build confidence in client meetings, presentations, and emails
Ready to start? Book your personalized lesson today at LegalEnglish4Lawyers.com.
Further Reading
For more on how AI is already reshaping jobs at the world’s largest private employer, see The Wall Street Journal’s coverage of Walmart CEO Doug McMillon’s remarks.
Disclaimer
The content provided herein is only for discussion purposes and may contain errors. The reader is responsible to confirm the accuracy of the information provided. The content does not constitute legal or professional advice. We disclaim any liability for any loss or damage incurred directly or indirectly from the use of this information.
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