Interpretation clause: Copy, customize, and use instantly
Introduction
An interpretation clause clarifies how the terms of an agreement should be understood and applied. It provides guidance on the meaning of specific terms or concepts used within the contract and establishes rules for resolving ambiguities. This clause is crucial for preventing disputes about the contract's meaning and ensuring that all parties have a clear understanding of the terms.
Below are templates for interpretation clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Standard interpretation clause
This version provides general rules for interpreting the contract.
For the purposes of this Agreement, unless the context requires otherwise, words importing the singular include the plural and vice versa, and words importing any gender include all genders. The headings are for convenience only and shall not affect the interpretation of this Agreement.
Interpretation clause with legal terminology clarification
This version clarifies the meaning of specific legal terms used in the agreement.
In this Agreement, the term "Force Majeure" refers to any event beyond the reasonable control of the parties, including but not limited to natural disasters, war, or strikes. Any term not defined herein shall have the meaning attributed to it under applicable law.
Interpretation clause with reference to external laws
This version includes references to external laws that may influence the interpretation of the agreement.
Any references to "laws" or "regulations" in this Agreement shall include applicable laws, rules, and regulations as they may be amended, supplemented, or re-enacted from time to time during the term of this Agreement.
Interpretation clause with definitions of specific terms
This version defines key terms that are critical to the agreement.
The term "Confidential Information" refers to any information disclosed by one party to the other party that is marked as confidential or is reasonably understood to be confidential under the circumstances. For the purposes of this Agreement, "Effective Date" refers to the date on which this Agreement is executed by both parties.
Interpretation clause with context-dependent meaning
This version allows for terms to be understood based on the context of the agreement.
Terms used in this Agreement shall be interpreted in the context in which they are used and according to their generally understood meaning, except where the context indicates a different meaning is intended.
Interpretation clause with precedence of clauses
This version establishes which clauses take precedence in case of conflicts.
In the event of a conflict between the main body of this Agreement and any schedules or annexes, the provisions in the main body of this Agreement shall take precedence, unless explicitly stated otherwise in writing.
Interpretation clause with references to "including" and "without limitation"
This version clarifies the meaning of the words "including" and "without limitation."
The term "including" is to be construed as meaning "including, but not limited to." The words "without limitation" are to be read as if the term is followed by the phrase "without being limited to the examples provided."
Interpretation clause with specific jurisdiction references
This version specifies the jurisdiction under which interpretation will occur.
This Agreement shall be governed by and construed in accordance with the laws of [specified jurisdiction]. Any interpretation of this Agreement shall be based on the laws of [specified jurisdiction] as they apply to contracts made and to be performed within such jurisdiction.
Interpretation clause with exclusions or exceptions
This version provides clarification on terms with exclusions or exceptions.
Any reference to "services" in this Agreement shall exclude any services specifically excluded by [section name] or as otherwise agreed in writing by both parties.
Interpretation clause with clarifications on ambiguous terms
This version addresses the interpretation of ambiguous terms in the agreement.
In the event of any ambiguity or uncertainty regarding the terms of this Agreement, the parties agree that the interpretation most consistent with the parties' intent at the time of execution shall apply, and, if necessary, the terms shall be clarified by mutual agreement in writing.
Standard interpretation clause
This version offers a general explanation of how terms are to be understood.
In this Agreement, unless the context requires otherwise, words importing the singular include the plural and vice versa, and words importing any gender include all genders. The headings are for convenience only and shall not affect the interpretation of this Agreement.
Interpretation clause with legal terminology clarification
This version clarifies specific legal terms used in the agreement.
In this Agreement, the term "Force Majeure" refers to any event beyond the reasonable control of the parties, including but not limited to natural disasters, war, or strikes. Any term not defined herein shall have the meaning attributed to it under applicable law.
Interpretation clause with reference to external laws
This version provides clarity on how external laws influence the interpretation of the agreement.
Any references to "laws" or "regulations" in this Agreement shall include applicable laws, rules, and regulations as they may be amended, supplemented, or re-enacted from time to time during the term of this Agreement.
Interpretation clause with definitions of specific terms
This version defines key terms critical to the agreement.
The term "Confidential Information" refers to any information disclosed by one party to the other party that is marked as confidential or is reasonably understood to be confidential under the circumstances. For the purposes of this Agreement, "Effective Date" refers to the date on which this Agreement is executed by both parties.
Interpretation clause with context-dependent meaning
This version allows for terms to be understood based on the context of the agreement.
Terms used in this Agreement shall be interpreted in the context in which they are used and according to their generally understood meaning, except where the context indicates a different meaning is intended.
Interpretation clause with precedence of clauses
This version specifies which clauses take precedence in case of conflicts.
In the event of a conflict between the main body of this Agreement and any schedules or annexes, the provisions in the main body of this Agreement shall take precedence, unless explicitly stated otherwise in writing.
Interpretation clause with references to "including" and "without limitation"
This version clarifies the meaning of the words "including" and "without limitation."
The term "including" is to be construed as meaning "including, but not limited to." The words "without limitation" are to be read as if the term is followed by the phrase "without being limited to the examples provided."
Interpretation clause with specific jurisdiction references
This version specifies the jurisdiction under which interpretation will occur.
This Agreement shall be governed by and construed in accordance with the laws of [specified jurisdiction]. Any interpretation of this Agreement shall be based on the laws of [specified jurisdiction] as they apply to contracts made and to be performed within such jurisdiction.
Interpretation clause with exclusions or exceptions
This version provides clarification on terms with exclusions or exceptions.
Any reference to "services" in this Agreement shall exclude any services specifically excluded by [section name] or as otherwise agreed in writing by both parties.
Interpretation clause with clarifications on ambiguous terms
This version addresses the interpretation of ambiguous terms in the agreement.
In the event of any ambiguity or uncertainty regarding the terms of this Agreement, the parties agree that the interpretation most consistent with the parties' intent at the time of execution shall apply, and, if necessary, the terms shall be clarified by mutual agreement in writing.
Interpretation clause with specific time references
This version clarifies how time periods in the Agreement are understood.
Any reference to time periods in this Agreement, unless otherwise specified, shall be calculated in calendar days, excluding weekends and public holidays, unless stated otherwise.
Interpretation clause with reference to governing language
This version clarifies the precedence of language versions in case of discrepancies.
In the event of any discrepancy between translations of this Agreement, the English version shall prevail, and all references to terms or provisions shall be construed accordingly.
Interpretation clause for performance standards
This version defines how "reasonable efforts" should be understood in the Agreement.
The term "reasonable efforts" as used in this Agreement means the efforts that a reasonable person, acting diligently and responsibly, would undertake under similar circumstances.
Interpretation clause with reference to monetary amounts
This version specifies the currency in which monetary amounts are to be understood.
Any reference to monetary amounts in this Agreement shall be in [specified currency], unless explicitly stated otherwise, in which case the conversion rate at the time of the transaction shall apply.
Interpretation clause with treatment of headings
This version clarifies that headings do not influence the Agreement's meaning.
The headings in this Agreement are for convenience and reference only and shall not affect the meaning or interpretation of the provisions.
Interpretation clause for terms involving third parties
This version specifies how third-party references should be understood.
The term "third-party" refers to any individual or entity not a party to this Agreement, and such references shall only apply where expressly stated or permitted under the terms of this Agreement.
Interpretation clause for legal actions
This version clarifies how time-sensitive legal actions are to be interpreted.
If any action required under this Agreement is due on a weekend or public holiday, such action shall be deemed timely if completed on the next business day.
Interpretation clause for usage of "or"
This version clarifies how the word "or" is to be interpreted in the Agreement.
The term "or" as used in this Agreement shall be interpreted as inclusive, meaning that the action or condition referred to may apply either individually or collectively, unless stated otherwise.
Interpretation clause for the term "shall"
This version explains the mandatory nature of the word "shall" in the Agreement.
The word "shall" is to be interpreted as mandatory and is used to impose an obligation on the relevant party in all instances throughout this Agreement.
Interpretation clause for references to multiple parties
This version clarifies how references to "parties" or "both parties" should be understood.
Where this Agreement refers to the "parties" or "both parties," it refers to the [specific names or parties] unless otherwise indicated, and such references shall include the respective affiliates, subsidiaries, or assigns of each party.
Interpretation clause for undefined terms
This version explains how undefined terms should be understood.
Any terms that are not defined in this Agreement shall be given their ordinary, commonly understood meaning, unless the context otherwise requires a specific definition.
Interpretation clause for “reasonable” actions
This version defines what "reasonable" means when applied to actions in the Agreement.
The term "reasonable" as applied to actions or decisions in this Agreement refers to what a reasonable party would do in the same circumstances, considering industry standards and best practices.
Interpretation clause for agreement integration
This version explains the completeness of the Agreement.
This Agreement, including any schedules and annexes, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior understandings, agreements, or representations.
Interpretation clause for alternative actions
This version clarifies how alternatives are to be interpreted.
Where this Agreement allows a party to take one of several actions, such as "choose," "opt," or "elect," the decision shall be made at the sole discretion of the party, without the need for consent from the other party unless specified.
Interpretation clause for the use of "may"
This version clarifies the permissive nature of the word "may."
The term "may" is to be interpreted as permissive, giving the relevant party the discretion to perform an action but not obligating them to do so unless specified otherwise.
Interpretation clause for referencing agreements
This version clarifies how referenced agreements are to be treated.
Any reference to "this Agreement" or "the Agreement" shall include all attachments, exhibits, and appendices, which are integral parts of this Agreement, unless the context indicates otherwise.
Interpretation clause for amendments
This version clarifies how amendments to the Agreement should be understood.
Any amendments or modifications to this Agreement must be in writing and signed by both parties to be deemed effective and incorporated into this Agreement.
Interpretation clause for future compliance
This version applies to future laws or regulations.
The parties agree that any future laws or regulations enacted during the term of this Agreement that impact its execution shall automatically be incorporated into this Agreement as part of its continuing validity.
Interpretation clause for joint responsibility
This version clarifies that terms apply jointly unless otherwise stated.
Any term in this Agreement that refers to both parties shall be interpreted as a joint responsibility, unless the context specifically indicates otherwise.
Interpretation clause for “including” and “without limitation”
This version explains how "including" and "without limitation" should be understood.
The term "including" shall mean "including, but not limited to," and "without limitation" indicates that the examples provided are not exhaustive and other, unlisted items are included.
Interpretation clause for ambiguous terms
This version provides guidance on interpreting ambiguous terms.
In the event of any ambiguity or uncertainty regarding the terms of this Agreement, the interpretation most consistent with the parties' intent at the time of execution shall apply.
Interpretation clause for remedies
This version explains the understanding of remedies in the Agreement.
Any remedies set forth in this Agreement are cumulative and not exclusive of any other remedies provided by law, equity, or otherwise.
Interpretation clause for conflicting clauses
This version addresses conflicting clauses in the Agreement.
In the event of a conflict between any provision in the main body of this Agreement and any provision in its appendices, the provisions in the main body shall take precedence, unless explicitly stated otherwise.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.