Contract English: key drafting patterns and sample clauses
English-language contracts are built largely from recurring patterns. This guide walks through the structure of a contract, the language of obligations and conditions, and a set of sample clauses with notes for lawyers who work with Turkish law.
Contract English is the most widely used area of legal English, and the one where a single word can change a party's obligations. The examples below follow English and international commercial practice.
The structure of an English contract
English commercial contracts usually follow the same order:
- Title and parties: the name of the agreement, its date and the parties' full names.
- Recitals: the background, opened with WHEREAS in older contracts and headed Background in modern ones.
- Definitions and interpretation: what the capitalised terms mean.
- Operative provisions: the parties' rights and obligations.
- Boilerplate: governing law, notices, waiver and similar standard clauses.
- Execution and schedules: the signature blocks and the technical detail.
- English
- This Agreement is made on 1 March between ABC Limited (the Supplier) and XYZ A.Ş. (the Buyer).
- Turkish
- İşbu Sözleşme, 1 Mart tarihinde ABC Limited (Tedarikçi) ile XYZ A.Ş. (Alıcı) arasında akdedilmiştir.
The short names in brackets are defined terms; the rest of the contract uses them instead of the full names.
Obligations and discretion: shall, may, must
Contract language rests on a few verbs that say who must and who may do what, each with its own legal consequence.
Shall: obligation
In traditional drafting, shall imposes an obligation. It is often rendered in Turkish with the future tense, but the present tense or yükümlüdür states the obligation more clearly.
- English
- The Supplier shall deliver the Goods to the Buyer's premises within ten Business Days.
- Turkish
- Tedarikçi, Malları on İş Günü içinde Alıcının işyerine teslim eder.
May: a right or a choice
May gives a party a right or an option; the party does not have to use it.
- English
- The Buyer may terminate this Agreement by giving thirty days' written notice to the Supplier.
- Turkish
- Alıcı, Tedarikçiye otuz gün önceden yazılı bildirimde bulunarak bu Sözleşmeyi feshedebilir.
Plain English: must
Plain English drafting uses must for obligations, and shall not or must not for prohibitions. Whichever style you choose, stay consistent.
Conditions and exceptions
In a long clause the real difficulty is usually working out which provision takes priority, and that is what these patterns settle.
Provided that: a condition or an exception
- English
- The Buyer may return the Goods, provided that it notifies the Supplier within seven days of delivery.
- Turkish
- Alıcı, teslimden itibaren yedi gün içinde Tedarikçiye bildirimde bulunmak koşuluyla Malları iade edebilir.
Subject to and notwithstanding: which provision wins?
Subject to gives priority to the provision it refers to; notwithstanding says that its own provision applies despite the one it refers to. They work in opposite directions.
- English
- Subject to Clause 12, the Licensee may use the Software in Türkiye.
- Turkish
- 12. madde hükmü saklı kalmak kaydıyla, Lisans Alan Yazılımı Türkiye'de kullanabilir.
- English
- Notwithstanding Clause 8, either party may disclose Confidential Information where required by law.
- Turkish
- 8. maddedeki hükme bakılmaksızın, taraflardan her biri kanunen zorunlu olduğu hâllerde Gizli Bilgiyi açıklayabilir.
Definitions and interpretation
Defined terms start with a capital letter and keep the same form throughout. In a definition, means is more usual, and more accurate, than shall mean, because a definition imposes no obligation.
- English
- “Business Day” means a day other than a Saturday, Sunday or public holiday in Istanbul.
- Turkish
- “İş Günü”, İstanbul'da cumartesi, pazar ve resmî tatil dışında kalan gün anlamına gelir.
To show that a list is not exhaustive, drafters write including, without limitation; the usual Turkish rendering is dahil ancak bunlarla sınırlı olmamak üzere.
Sample clauses with notes
Boilerplate clauses sit at the end of a contract and are easy to skim, yet they are often the first provisions anyone reads in a dispute. The examples are shortened and need adapting to each transaction.
Confidentiality
- English
- Each party shall keep confidential all Confidential Information received from the other party and shall not disclose it to any third party without the other party's prior written consent, except as permitted by Clause 12.2.
- Note
- The obligation is created with shall, and the exceptions are left to a separate sub-clause (Clause 12.2). Confidential Information is capitalised: it is a defined term.
Limitation of liability
- English
- Neither party shall be liable to the other for any indirect or consequential loss. Subject to Clause 15.3, each party's total liability under this Agreement shall not exceed the amounts paid under it in the twelve months preceding the claim.
- Note
- The first sentence excludes indirect loss and the second caps total liability, with exceptions listed in Clause 15.3. Under Turkish law, a clause that excludes liability for intent or gross negligence in advance is void.
Force majeure
- English
- Neither party shall be in breach of this Agreement if it is prevented from performing its obligations by a Force Majeure Event, provided that it notifies the other party in writing without undue delay.
- Note
- The events that count as a Force Majeure Event are usually listed in the definitions. Provided that makes the protection conditional, here on written notice given without undue delay.
Termination
- English
- Either party may terminate this Agreement with immediate effect by written notice if the other party commits a material breach and fails to remedy it within thirty days of being notified of the breach.
- Note
- May gives a right to terminate. A material breach is a serious breach, and to remedy a breach is to put it right; the cure period runs from the date the breach is notified.
Governing law and jurisdiction
- English
- This Agreement shall be governed by English law. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement.
- Note
- Law and forum are dealt with separately. Exclusive jurisdiction gives one court system sole competence, and arising out of or in connection with also catches related disputes. An arbitration clause would replace the second sentence.
Entire agreement
- English
- This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings relating to its subject matter.
- Note
- This clause stops earlier correspondence and negotiations from becoming part of the contract; to supersede an agreement is to replace it.
Notices
- English
- Any notice under this Agreement shall be in writing and delivered by hand or by courier to the receiving party's address stated above, or sent by email to the address it has notified for this purpose.
- Note
- The form and address for notices are fixed in advance. A termination notice that does not follow this clause may be open to challenge.
Term pages for severability, waiver, assignment and damages give a short definition and an example sentence, in Turkish.
Common drafting mistakes
- Two words for one thing. Writing Agreement in one place and Contract in another can suggest two separate documents.
- And/or. It creates ambiguity; write “A or B or both” instead.
- Mixing up endeavours obligations. Best endeavours, all reasonable endeavours and reasonable endeavours impose obligations of different strength, and English courts read them differently.
Frequently asked questions
What is the difference between shall and will in a contract?
In traditional drafting, shall imposes an obligation on a party, while will usually states a fact or describes something in the future. Whichever style you choose, use the same verb for obligations throughout the document.
How do English contracts refer to their own provisions?
In English practice the provisions are called clauses: Clause 12, and Clause 12.2 for a sub-clause. Attachments are usually called schedules. A Turkish translation should keep the same numbering so that cross-references still work.
What should I watch for when translating an English contract into Turkish?
Keep defined terms and clause numbers consistent throughout, translate shall as an obligation rather than a future tense, and explain concepts that have no equivalent in Turkish law instead of forcing a one-word translation.
Study contract language with video lessons
The Legal English Training Set covers reading and drafting contracts, boilerplate clauses and common translation mistakes in pre-recorded video lessons, taught in Turkish.
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