- Notwithstanding
- “Despite” or “regardless of”. It signals that this sentence overrides whatever it refers to — read it as the part that wins.
- Indemnify and hold harmless
- You'll pay the other side's losses and legal costs if a claim arises from the things listed, and you won't hold them responsible for those losses.
- In perpetuity
- Forever. Often used for licenses or confidentiality — check whether a time limit would be more reasonable.
- Sole discretion
- One party can decide entirely on its own, without having to be reasonable or explain why.
- Best efforts vs. reasonable efforts
- Both are promises to try, not to succeed. “Best efforts” is usually read as the more demanding standard.
- Time is of the essence
- Deadlines are strict. Missing one can count as a serious breach, not a minor delay.
- Force majeure
- Events outside anyone's control — disasters, wars, outages — that excuse a party from performing while they last.
- Consequential damages
- Indirect losses that follow from a breach, such as lost profits, as opposed to the direct cost of the breach itself.
- Severability
- If a court strikes out one clause, the rest of the contract still applies.
- Waiver
- Giving up a right. A “no waiver” clause means letting something slide once doesn't mean you've given up the right for good.
- Hereinafter
- “From now on in this document”. Usually introduces a short name, like “(hereinafter the Company)”.
- Material breach
- A serious failure that goes to the heart of the deal, usually giving the other side the right to end the contract.