If you can’t delete an entire sentence, try modifying it.

You are likely to encounter contract provisions that place a lot of risk on you that the other party will not allow you to delete. When this happens, knowing how to modify it to reduce your risk, while keeping the provision is a great middle ground.

In such cases, the “modifier” is a word or short phrase that changes the meaning of another part of the provision.

Here are a few examples.

“Material”

Consider changing:

“The client may terminate this agreement if the contractor breaches any provision in this agreement”
to
“The client may terminate this agreement if the contractor breaches any material provision in this agreement.”

If you are the contractor, this is a good change because it means the client cannot terminate the agreement simply because you make a small error. It may add ambiguity in that you will later need to debate what breaches are “material” but in general, it reduces risk to the contractor without adding too much risk to the client.

“To Your Knowledge”

Consider changing:

“The contractor represents that there are no lawsuits pending or threatened against the contractor.”
to
“The contractor represents that, to its knowledge, there are no lawsuits pending or threatened against the contractor.

In this case, the contractor should know if there are lawsuits filed, and likely if there are any threatened, against it. But it can’t know with 100% certainty. Thus, adding the “knowledge” modifier reduces the contractor’s risk, while not increasing the other party’s risk too much.

“Reasonable”

Consider changing:

“The client shall respond to all of the contractor’s requests for information within two business days.”
to
“The client shall respond to all of the contractor’s reasonable requests for information within two business days.”

Here, the contractor likely needs information from the client to do its job and it doesn’t want to sit around waiting on that information forever. At the same time, the client probably doesn’t want to be on the hook to respond to an unreasonable request that would take it 20 hours to complete over two days. Thus, inserting “reasonable” decreases the client’s risk, while not adding too much risk to the contractor.

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*This article is very general in nature and does not constitute legal advice.