The 英雄联盟竞猜下载全球Standards Style Guide takes a modular, hierarchical approach to contract drafting, starting with the overall organization, delving deeper into sentences and words.
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Organization
: Follow a consistent, logical organizational structure
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Headings
: Use informative headings that serve as a summary of the contents
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英雄联盟竞猜下载全球
: Break text into smaller units with one substantive topic per clause
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Sentences
: Draft in short, declarative sentences
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Words
: Use standard language, without jargon or legalese
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Punctuation
: Use punctuation to aid readability
Apply a consistent structure
: 英雄联盟竞猜下载全球 Standards Framework for Exchange Agreements
What are the parties buying or exchanging? Services, products, a license, property, etc?
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What are the mechanics of exchange? How will the parties give and receive value?
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What is the time period of the agreement? When does it start? When does it end? Can the agreement be extended?
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What statements, facts and actions are material to the bargain?
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What actions, facts or circumstances must occur for the parties to close the transaction?
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What actions or forbearances must each party continue to perform during the term of the agreement?
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What actions can the parties take to protect their interest in the bargain? Rights to terminate, adjust services or costs, etc.
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What can the parties do in the event the other does not perform its obligations?
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How are disputes resolved? What laws apply? Who is benefited and bound by the agreement? How is the contract interpreted?
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英雄联盟竞猜下载全球 consolidate all elements of a single concept
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Subject matter
: Only one substantive concept per clause aids the reader's understanding. Do not draft compound clauses, such as: "Entire Agreement; Amendment; Waiver."
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Captions
: Use informative headings that serve as a summary of the contents
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All clauses should have a caption
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Captions should be descriptive and general
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Use the same caption for similar clauses in other documents
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Each caption should be unique in the agreement. Do not duplicate captions:
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Sub-clauses should not have the same heading at their top-level heading
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Make headings more descriptive rather repeating them:
Vendor's Indemnity and Purchaser's Indemnity
, rather than two different clauses both entitled
Indemnity
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Use "General" only as the heading for the final article that includes the various "boilerplate" clauses
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No "stop words" such as "the," "a," "an," etc.
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Include period at end of heading only if in-line
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Sections
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Lower-case "s" for sections:
section 3.1 (Payment)
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Add the section title in parentheses after a cross-reference:
referred to in section 8.1 (Term)
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Use "section" for all subdivisions, such as subsections, paragraphs, subparagraphs, etc.:
referred to in section 3.1(a) (Payment - Overdue Interest)
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Use "sections" when two or more are referred to:
section 3.1 (Payment) and 3.1 (Reimbursement)
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White space
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Use white space to clarify meaning, particularly with lists
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Break long clauses with multiple clauses into their own, separate clauses
Sentences capture a single thought
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SVO
: Draft in short, declarative sentences, using the form subject—verb—object.
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Subject
: Clearly indicate the subject of the sentence. Avoid indeterminate subjects, such as, "There
are
no representations, covenants, or other terms other than those set forth in this agreement
".
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Modifiers
: Clearly mark conditions, qualifications, and exceptions.
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Conditions
: a prerequisite to an obligation or statement. For example: "If...."
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Qualification
: a modification, limitation, or restriction to an obligation or statement.
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Exception
: a situation excluded from the general rule.
Unless clarity suggests otherwise, the preferred sequence of sentence elements is
[condition]
, [obligation or statement],
[qualification or exception]
.
Words are the essential building blocks
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Standard English
: Use standard English, without jargon or legalese
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Choose the simpler, commonly used word:
provide
rather than
furnish
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Duplicate Words
: Eliminate duplicative words:
sell
rather than
sell, transfer, and assign
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Unnecessary Words
: Eliminate all unnecessary words
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Use
any
rather than
any and all
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Use
The Employer may...
rather than
The Employer may, for any reason whatsoever,...
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Decide if you need a descriptive list introduced by "including" - if you do, include only essential terms
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Numbers and Dates
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Spell out numbers up to nine but use numerals for 10 and above
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Use percentage symbol: 80%
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Use words for figures of one million and greater
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No short-form date formats: December 31, 1999 and not 31/12/1999
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"This agreement"
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Refer to
this agreement
rather than
this Agreement
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There is no need to define "this agreement."
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"shall," "must," and "will"
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Use
shall
to mean
[a party] has a duty to
, such as
The Purchaser shall pay interest
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Except for shorter consumer agreements, avoid
must
; use
shall
instead
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Use
will
to indicate futurity:
This agreement will automatically renew...
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"reasonable efforts"
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Use only
reasonable efforts
and not any variation (
commercially reasonable efforts
, etc.)
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If aiming at a higher standard, do not use best efforts but define the standard
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Problematic words
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Exercise care when using terms such as
affect
and
effect
,
alternate
and
alternative
,
assume
and
presume
,
between
and
among
,
further
and
farther
,
fewer
and
less
, and
principle
and
principal
Use proper punctuation and grammar to aid readability
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Commas, semicolons, and periods
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Use the serial comma for phrases using "and" or "or":
A, B, and C or A, B, or C
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Use the semicolon only as an alternative to a period; it is not as an alternative to a comma
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Avoid periods in abbreviations:
US
rather than
U.S.
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Quotations and apostrophes
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Use "traditional" rather than "logical" punctuation: quotations follow commas and periods, although they precede colons and semicolons
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Do not use apostrophes to indicate plurals: MDs, not MD's
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Grammar
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Proper use of "that" and "which": "which" introduces a subordinate clause that is set off from the rest of the sentence by commas at the beginning and end
Special cases
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Avoid Latin terms: Use
for example
rather than
e.g.
and
in other words
instead of
i.e.
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Avoid
and/or
: The phrase
A and/or B
may mean
A or B, A and B, or A or B or both
. Use the intended meaning.
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Do not underline: use either bold or italics for emphasis.
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Do not use full caps: NEVER USE THIS IN AN AGREEMENT.
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Use contractions to aid understanding:
the Company's assets
rather than
the assets of the Company
.