This section will cover the core vocabulary of contract formation, performance, breach, and enforcement.
Planned cornerstone topics include contract, offer, acceptance, consideration, breach of contract, material breach, force majeure, arbitration clause, and non-disclosure agreement.
- Acceptance in Contract Law
Acceptance is assent to an offer in a way that forms or helps form a contract.
- Adhesion Contract in Consumer and Standard-Form Agreements
Learn what an adhesion contract is and why standard-form agreements can raise fairness issues.
- Arbitration Clause in Contracts
An arbitration clause is a contract provision requiring certain disputes to be resolved in arbitration instead of court.
- Assignment Clause Controlling Transfer of Contract Rights
An assignment clause controls whether a party may transfer contract rights or obligations to someone else.
- Assignment of Contract Rights to Another Party
Learn how assignment transfers contract rights and how it differs from delegation and novation.
- Audit Rights Clause Allowing Contract Records Review
An audit rights clause gives one party the right to review records, systems, or compliance information under stated contract conditions.
- Breach of Contract in Contract Law
A breach of contract happens when a party fails to perform a contractual duty without legal justification.
- Capacity to Contract and Legal Ability to Agree
Learn how capacity affects whether a person can enter an enforceable contract.
- Choice of Law Clause in Contract Disputes
Learn how a choice of law clause identifies which jurisdiction's law governs a contract.
- Condition Precedent as a Trigger Before Contract Performance
Understand condition precedent clauses and how they affect when contractual duties arise.
- Confidentiality Clause Protecting Shared Information
A confidentiality clause requires one or more parties to protect specified nonpublic information.
- Consideration in Contract Law
Consideration is the exchange of value that often supports an enforceable contract.
- Contract in U.S. Law
A contract is a legally enforceable agreement that creates obligations between parties.
- Covenant Not to Sue in Settlement Agreements
A covenant not to sue is a promise not to bring a lawsuit over specified claims, events, or conduct.
- Cure Period for Fixing a Contract Default
A cure period is a set time to fix a contract default before stronger remedies or termination rights may be used.
- Delegation of Contract Duties to Another Performer
Understand delegation as transferring responsibility to perform a contract duty.
- Duress as a Defense to Contract Enforcement
Learn what duress means in contract law and why agreements made under improper pressure may be challenged.
- Entire Agreement Clause in Written Contracts
An entire agreement clause says the written contract is intended to be the complete agreement between the parties.
- Force Majeure Clause Excusing Performance After Extraordinary Events
A force majeure clause addresses whether extraordinary events beyond a party's control may excuse or delay contract performance.
- Force Majeure in Contracts
Force majeure refers to a contract clause that may excuse performance after extraordinary disruptive events.
- Forum Selection Clause Choosing the Court
A forum selection clause identifies the court or location where contract disputes must be brought.
- Indemnification Clause Allocating Loss Responsibility
An indemnification clause requires one party to cover specified losses, claims, liabilities, or expenses for another party.
- Indemnification in Contracts
Indemnification is a contractual promise to cover certain losses, claims, or liabilities for another party.
- Integration Clause in a Written Contract
Learn how an integration clause states that the written contract is the parties' complete agreement.
- Limitation of Liability Clause Capping Contract Exposure
A limitation of liability clause limits the amount or types of damages a party may recover for certain contract-related claims.
- Liquidated Damages Clause Setting Agreed Damages
A liquidated damages clause sets an agreed damages amount or formula for a specified contract breach.
- Liquidated Damages Clauses in Contracts
Understand liquidated damages clauses and how they differ from penalties in contract law.
- Material Breach in Contract Law
A material breach is a serious contract breach that defeats a substantial part of the bargain.
- Merger Clause and the Final Written Agreement
Understand merger clauses as provisions that fold prior negotiations into the final written contract.
- Misrepresentation in Contract Formation
Understand misrepresentation in contract law and how false statements can affect assent and remedies.
- Mutual Assent in Contract Formation
Understand mutual assent as the agreement element that connects offer and acceptance.
- No Oral Modification Clause in Written Contracts
A no oral modification clause says contract changes must be made in writing rather than by oral agreement.
- Non-Disclosure Agreement (NDA)
A non-disclosure agreement is a contract requiring a party to protect confidential information from unauthorized use or disclosure.
- Non-Disparagement Clause Restricting Negative Statements
A non-disparagement clause restricts one or more parties from making certain negative statements about another party.
- Notice Provision for Formal Contract Communications
A notice provision states how formal contract notices must be sent, addressed, and treated as received.
- Novation as Substitution of a New Contract Party or Obligation
Learn how novation replaces a party or obligation and differs from assignment or delegation.
- Offer in Contract Law
An offer is a proposal to enter a contract on stated terms that another party can accept.
- Promissory Estoppel as a Contract-Law Reliance Doctrine
Understand promissory estoppel, when reliance matters, and how it differs from ordinary contract enforcement.
- Release of Legal Claims in an Agreement
A release is an agreement to give up legal claims or rights against another person or entity.
- Rescission as a Contract Remedy
Learn what rescission means in contract law and when a court or party may unwind an agreement.
- Severability Clause Preserving the Rest of a Contract
A severability clause states that if one contract term is invalid or unenforceable, the rest of the contract should remain in effect when possible.
- Specific Performance as an Equitable Contract Remedy
See when specific performance may be used instead of damages in a contract dispute.
- Statute of Frauds in Contract Formation and Enforcement
Learn what the statute of frauds requires and why some agreements must be in writing to be enforced.
- Termination Clause for Ending a Contract
A termination clause explains when and how a contract may end before full performance is complete.
- Termination for Convenience Without Proving Default
Termination for convenience lets a party end a contract without proving the other party breached, if the contract allows it.
- Time Is of the Essence Clause Making Deadlines Material
A time is of the essence clause states that timely performance is a material contract requirement.
- Void Contract and Lack of Legal Effect
Understand what a void contract is and how it differs from a voidable contract in contract law.
- Voidable Contract and the Right to Avoid Enforcement
See what makes a contract voidable and how that differs from a contract that is void from the start.
- Waiver as Giving Up a Contract Right
Understand waiver as the intentional relinquishment of a known contractual or legal right.
- Waiver Clause Preserving Contract Rights
A waiver clause explains when a party gives up a contract right and whether failure to enforce a right once affects later enforcement.