Rules of construction clause: Copy, customize, and use instantly
Introduction
A rules of construction clause establishes guidelines for interpreting the terms and provisions of an agreement. It ensures clarity, resolves ambiguities, and provides consistency in understanding the contract's language. These rules are critical in minimizing disputes and providing a shared framework for interpretation.Below are templates for rules of construction clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Plain meaning interpretation
This clause emphasizes interpreting terms by their ordinary meaning.
The terms and provisions of this Agreement shall be construed according to their plain and ordinary meaning, without regard to any specialized usage or technical definitions, unless expressly stated otherwise.
Contextual interpretation
This clause requires interpreting provisions in the context of the entire agreement.
Each provision of this Agreement shall be interpreted in context with the entire Agreement, giving effect to all provisions to ensure consistency and avoid conflicts or redundancies.
Ambiguity resolution
This clause resolves ambiguities without favoring the drafting party.
In the event of any ambiguity or uncertainty in this Agreement, such ambiguity shall not be construed against the party responsible for drafting the provision. The interpretation that best aligns with the intent and purpose of the Agreement shall prevail.
Singular and plural usage
This clause clarifies the interchangeability of singular and plural terms.
Words used in the singular form shall include the plural, and words in the plural form shall include the singular, as the context requires.
Gender neutrality
This clause ensures that gendered terms are interpreted inclusively.
Terms in this Agreement that refer to any gender shall be interpreted to include all genders and shall not imply a limitation based on gender.
Headings and captions
This clause specifies that headings do not affect interpretation.
The headings and captions in this Agreement are provided for convenience only and shall not be used to interpret or define the scope or intent of any provisions.
References to statutes
This clause clarifies the interpretation of references to laws or regulations.
References to statutes, regulations, or legal provisions in this Agreement include all amendments, modifications, or successors thereto as applicable during the term of this Agreement.
Including but not limited to
This clause clarifies the scope of inclusive language.
The phrase “including” or “including but not limited to” shall be construed as illustrative and not as limiting the scope of the preceding or following provisions.
Severability of provisions
This clause ensures the remainder of the agreement remains enforceable.
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall be construed as if the invalid provision had been omitted, preserving the Agreement’s overall intent.
Calculation of time
This clause defines how time periods are calculated.
Any reference to a period of days in this Agreement shall be interpreted as calendar days unless expressly stated as business days. If the last day of a time period falls on a weekend or public holiday, the period shall be extended to the next business day.
Defined terms interpretation
This clause ensures consistent interpretation of defined terms.
All capitalized terms in this Agreement have the meanings assigned to them in the definitions section or as otherwise defined herein. Undefined terms shall be interpreted based on their ordinary meaning.
No presumption of drafting party
This clause eliminates bias against the drafting party in case of disputes.
This Agreement shall be deemed to have been jointly drafted by all parties, and no presumption or burden of proof shall arise favoring or disfavoring any party due to the authorship of any provision.
Priority of clauses
This clause clarifies which provisions take precedence in case of conflict.
In the event of a conflict between provisions of this Agreement, the specific terms of a clause shall prevail over general terms, and any schedules or annexes shall be subordinate to the main body of the Agreement unless explicitly stated otherwise.
Use of technical terms
This clause addresses the interpretation of industry-specific or technical terms.
Any technical or industry-specific terms used in this Agreement shall be interpreted according to their standard meaning within the relevant industry unless expressly defined otherwise.
Governing language
This clause clarifies which language governs in case of multiple translations.
If this Agreement is executed in multiple languages, the [specific language, e.g., English] version shall govern in the event of any discrepancies or disputes regarding interpretation.
Consistency with applicable law
This clause ensures alignment with governing laws.
All provisions of this Agreement shall be interpreted to the extent possible in compliance with applicable laws and regulations. Any conflicts shall be resolved by modifying the provision to align with the law while maintaining the Agreement's intent.
Non-waiver of rights
This clause prevents unintended waivers based on actions or inactions.
The failure of any party to enforce a provision of this Agreement shall not be construed as a waiver of that provision or any other rights under this Agreement.
Contractual terms precedence
This clause ensures that written terms override prior agreements.
The terms and conditions of this Agreement supersede any prior or contemporaneous agreements, understandings, or representations, whether oral or written, regarding the subject matter herein.
Inclusive references
This clause ensures that terms are interpreted broadly.
Terms such as "any," "all," or "every" shall be interpreted inclusively, applying to all relevant items, entities, or circumstances described, unless expressly limited by the context.
Incorporation by reference
This clause clarifies the status of referenced documents.
Any documents, schedules, or annexes referenced in this Agreement are hereby incorporated into this Agreement by reference and shall have the same binding effect as if fully set forth herein.
Entire agreement interpretation
This clause confirms that the agreement represents the full understanding between the parties.
This Agreement constitutes the entire understanding between the parties regarding its subject matter, and no external terms, conditions, or representations shall alter its interpretation unless expressly incorporated herein.
Joint and several obligations
This clause specifies how joint obligations are interpreted.
Where two or more parties are identified as jointly obligated under this Agreement, such obligations shall be interpreted as joint and several, unless otherwise expressly stated.
Survival of terms
This clause ensures that certain provisions survive the termination of the agreement.
Provisions relating to [specific topics, e.g., confidentiality, indemnity, dispute resolution] shall survive the expiration or termination of this Agreement and continue to be enforceable according to their terms.
Conflict with external documents
This clause resolves conflicts with external documents or references.
In the event of a conflict between this Agreement and any external documents referenced herein, the terms of this Agreement shall take precedence unless explicitly stated otherwise.
Provisions construed independently
This clause ensures that each provision is treated as independent.
Each provision of this Agreement shall be construed independently and shall not be limited by any other provision, unless explicitly stated otherwise.
Use of examples
This clause clarifies the illustrative nature of examples provided in the agreement.
Any examples provided in this Agreement are for illustrative purposes only and shall not be construed as exhaustive or limiting the scope of the relevant provisions.
Calculations involving fractions
This clause establishes rules for dealing with fractional numbers.
In the event that any calculation under this Agreement results in a fraction, the result shall be rounded to the nearest whole number, unless otherwise specified.
Order of precedence in related agreements
This clause sets the hierarchy among related agreements.
In the case of multiple agreements between the parties, the terms of this Agreement shall take precedence over any prior agreements or contemporaneous arrangements, unless expressly stated otherwise.
Singular includes collective entities
This clause clarifies that singular terms may refer to collective entities.
Any singular reference to an entity in this Agreement shall include its subsidiaries, affiliates, and successors, where applicable, unless expressly excluded.
Use of monetary references
This clause defines how monetary terms are interpreted.
All monetary references in this Agreement are expressed in [specific currency, e.g., USD] and shall be interpreted as such unless explicitly stated otherwise.
Interpretation of time zones
This clause addresses time-related obligations across different zones.
Any time-related references in this Agreement shall be interpreted in [specific time zone, e.g., Eastern Standard Time (EST)] unless otherwise specified.
Notice and communication language
This clause clarifies the language used for official communication.
All notices and communications under this Agreement shall be made in [specific language, e.g., English], and any deviations must be accompanied by a certified translation.
References to parties
This clause standardizes how parties are referenced throughout the agreement.
Any reference to the “Party,” “Parties,” or similar terms in this Agreement shall refer to the signatories hereto and their authorized representatives, unless otherwise defined.
Legal headings construction
This clause ensures that headings do not override substantive terms.
Headings and section titles in this Agreement are for reference and convenience only and shall not influence the interpretation of the substantive provisions.
Resolution of undefined terms
This clause provides guidance on interpreting undefined terms.
Any term not explicitly defined in this Agreement shall be interpreted in accordance with its generally accepted meaning in the relevant industry or jurisdiction.
Non-exclusive use of terms
This clause clarifies that specific terms do not preclude other possibilities.
Any use of specific terms or conditions in this Agreement shall not imply exclusivity unless expressly stated, and similar terms may apply to analogous situations.
Interpretation of contract periods
This clause defines how contract periods are measured.
References to periods in this Agreement, such as “month” or “year,” shall be interpreted as calendar months or years unless explicitly specified otherwise.
Interpretation of undefined acronyms
This clause clarifies the meaning of acronyms not otherwise defined.
Acronyms used in this Agreement, if not defined within, shall be interpreted based on their commonly understood meaning in the relevant industry.
No implied waiver clause
This clause ensures that actions do not create unintended waivers.
The failure or delay of any party to enforce a provision of this Agreement shall not be construed as a waiver of that provision or of any other rights herein.
Applicable law consideration
This clause mandates interpreting the agreement in alignment with its governing law.
This Agreement shall be construed in accordance with and governed by the laws of [specific jurisdiction], including resolving any ambiguities or inconsistencies therein.
Mutual drafting acknowledgment
This clause affirms that both parties contributed to drafting the agreement.
This Agreement shall be deemed to have been drafted jointly by all parties, and no presumption or burden of proof shall arise favoring or disfavoring any party due to the authorship of any provision.
Reference to third-party standards
This clause defines how third-party standards are to be interpreted.
Any references to third-party standards, guidelines, or certifications in this Agreement shall be interpreted as the version in effect on the date of execution unless otherwise stated.
Use of electronic signatures
This clause clarifies the validity of electronic signatures.
References to signatures in this Agreement include electronic signatures, which shall have the same legal effect as handwritten signatures unless explicitly prohibited by applicable law.
Interpretation of inclusive language
This clause ensures inclusive interpretation of language.
Terms such as “or” and “and” in this Agreement shall be interpreted inclusively, unless the context clearly indicates otherwise.
Use of trade terms
This clause governs the interpretation of trade-specific terminology.
Trade terms used in this Agreement shall be construed in accordance with their commonly accepted definitions in the applicable industry or sector.
Parenthetical clarifications
This clause addresses the use of parentheticals for clarity.
Any parenthetical clarifications or examples provided in this Agreement are for explanatory purposes only and shall not limit or alter the substantive meaning of the provisions they accompany.
Cross-references within the agreement
This clause specifies how cross-references are interpreted.
Any cross-references in this Agreement shall include all subsections and related provisions unless expressly limited to a specific section or subsection.
Interpretation of dollar amounts
This clause addresses how monetary amounts are rounded.
References to monetary amounts in this Agreement shall be rounded to the nearest whole unit of currency unless specified otherwise.
Order of enforcement precedence
This clause defines how conflicting provisions are enforced.
In the event of a conflict between provisions, the more specific provision shall prevail over general language unless explicitly stated otherwise in this Agreement.
Interpretation of foreign law references
This clause governs references to foreign laws or regulations.
References to foreign laws in this Agreement shall be interpreted in accordance with their most recent version unless explicitly stated otherwise.
Contractual survival interpretation
This clause clarifies the survival of certain terms.
Any provision of this Agreement that by its nature should survive termination, including confidentiality and indemnification clauses, shall remain in effect after termination.
Non-technical language interpretation
This clause ensures simple language is construed according to its plain meaning.
Non-technical terms in this Agreement shall be interpreted based on their plain and ordinary meaning, as understood in everyday language, unless the context clearly requires otherwise.
Multiple counterpart interpretation
This clause clarifies the validity of agreements signed in counterparts.
This Agreement, executed in multiple counterparts, shall be deemed as one unified document, with each counterpart considered valid and enforceable.
Effective date interpretation
This clause defines the effective date in case of ambiguity.
Any reference to the effective date in this Agreement shall be interpreted as the date the last party signs the document unless otherwise specified.
Interpretation of ambiguous durations
This clause clarifies the interpretation of unclear time periods.
Any ambiguous references to durations in this Agreement shall default to a reasonable period as determined by the context and purpose of the provision.
No implied obligations
This clause prevents unintended obligations.
No implied obligations or duties shall arise from this Agreement beyond those expressly stated herein.
Geographical references interpretation
This clause clarifies references to geographic regions.
Geographical references in this Agreement shall include all political or administrative subdivisions of the specified region unless explicitly excluded.
Non-binding examples
This clause ensures examples are illustrative, not binding.
Examples provided in this Agreement are for illustrative purposes only and do not impose binding obligations or limitations unless expressly stated.
Technical document interpretation
This clause governs the use of technical annexes or documents.
Any technical documents or annexes referenced in this Agreement shall be interpreted as integral to the Agreement, with equal enforceability as the main body.
Order of terms construction
This clause ensures terms are interpreted sequentially.
Provisions in this Agreement shall be interpreted in the order they appear, with later provisions taking precedence in the event of conflict unless expressly stated otherwise.
Interpretation of time of day
This clause specifies how times of day are construed.
All references to specific times in this Agreement shall be interpreted as local time in [specific jurisdiction, e.g., New York, USA], unless otherwise specified.
Interpretation of punctuation
This clause clarifies the impact of punctuation on the agreement.
Punctuation marks in this Agreement are intended to aid in interpretation and shall not alter the substantive meaning of the provisions.
Allocation of defined terms
This clause dictates how defined terms are applied.
Defined terms in this Agreement shall apply uniformly across all sections, unless explicitly redefined within a specific section for clarity.
Implied exclusions clause
This clause prevents assumed inclusions beyond explicit terms.
The inclusion of specific examples or items in this Agreement shall not imply the exclusion of others that are not explicitly listed but are consistent with the intent of the provision.
Priorities among schedules
This clause sets priorities for schedules and annexes.
In case of conflict between the main body of this Agreement and any schedules or annexes, the terms of the main body shall prevail unless explicitly stated otherwise in the relevant schedule or annex.
Nullification of conflicting agreements
This clause ensures earlier agreements are nullified.
This Agreement supersedes and replaces all prior agreements, understandings, or communications between the parties concerning its subject matter, whether written or oral.
Use of internationally recognized terms
This clause clarifies internationally used terms.
Any terms commonly recognized in international trade or law shall be interpreted in accordance with their globally accepted meanings unless specified otherwise in this Agreement.
Application to successors
This clause ensures provisions apply to successors and assigns.
All references to the parties in this Agreement shall include their respective successors, assigns, and legal representatives unless explicitly excluded.
Construction of electronic communications
This clause governs the interpretation of electronic messages.
References to communications in this Agreement include electronic communications, such as emails and digitally signed documents, provided they meet the applicable legal standards of authenticity.
Interpretation of calculations
This clause governs numerical interpretations.
All numerical references in this Agreement shall be interpreted as accurate to two decimal places unless explicitly stated otherwise.
Specific inclusion of third parties
This clause clarifies the rights of non-signatory third parties.
Any references to third parties in this Agreement shall apply solely to those explicitly named or described, without extending rights or obligations to unspecified entities.
Interpretation of repeating obligations
This clause addresses obligations occurring multiple times.
Obligations stated in this Agreement to occur on multiple occasions shall apply independently to each instance unless explicitly stated otherwise.
Interpretation of cross-border obligations
This clause governs international contractual obligations.
Obligations involving multiple jurisdictions shall be interpreted in accordance with the governing law specified in this Agreement, prioritizing consistency with international standards.
Prohibition of implied remedies
This clause limits remedies to those explicitly provided.
No remedies beyond those expressly outlined in this Agreement shall be implied or enforceable, ensuring the parties rely solely on the stated provisions.
Binding interpretations from precedents
This clause incorporates case law or legal precedents.
Interpretation of this Agreement shall, where relevant, consider binding legal precedents within the jurisdiction specified in the governing law clause.
Redundant language non-effect clause
This clause ensures redundancy does not affect interpretation.
Any redundant or duplicative language in this Agreement shall be deemed as included for emphasis only and shall not alter the substantive meaning of the provisions.
Cross-contract references
This clause clarifies the interpretation of references to other agreements.
References to other agreements or contracts in this Agreement shall apply only to the specific version or instance explicitly cited, excluding any unrelated or prior versions.
Collective action interpretation
This clause defines the parties' collective obligations.
Obligations described as collective actions shall require joint performance by the parties, with each party bearing an equal share unless otherwise agreed.
Special terms hierarchy clause
This clause sets the priority of specially defined terms.
Any terms specially defined for a specific section of this Agreement shall take precedence within that section, even if inconsistent with general definitions elsewhere in the document.
Ambiguity favoring commercial purpose
This clause resolves ambiguities in favor of business intent.
In the event of ambiguity, provisions shall be interpreted to advance the commercial purpose of this Agreement, prioritizing practical implementation over literal construction.
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.