Legal & Contract Terms, Explained
Contract language is precise on purpose, which is exactly what makes it hard to read. These pages cover the clauses that quietly decide who pays when something goes wrong, from indemnities and liability caps to termination rights and the Latin that survives in modern agreements. These are explanations of the vocabulary, not legal advice.
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What is a Force Majeure Clause?
When disasters pause a contract without breach — and why the list of events decides everything.
What is an Indemnification Carve-Out?
The exception list that matters more than the liability cap — fraud and friends escape it.
What is Joint and Several Liability?
Why any one co-signer can owe the entire debt — and who really carries the insolvency risk.
All 15 terms
What is a Condition Precedent?
The duty that doesn't exist until something happens first — and why its failure isn't a breach.
What is an Entire Agreement Clause?
Why the written contract is the whole deal — earlier promises don't count.
What is Estoppel?
Why the law will not let you take back a promise someone already acted on.
What is a Force Majeure Clause?
When disasters pause a contract without breach — and why the list of events decides everything.
What is an Indemnification Carve-Out?
The exception list that matters more than the liability cap — fraud and friends escape it.
What is Joint and Several Liability?
Why any one co-signer can owe the entire debt — and who really carries the insolvency risk.
What is a Limitation of Liability Cap?
The ceiling on what a vendor can owe you — and the exclusions that matter even more.
What are Liquidated Damages?
A pre-agreed fine written into the contract, and why courts void the scary ones.
What is Novation?
Swapping a party out of a contract completely, and why the third signature is everything.
What is the Right of First Refusal (ROFR)?
Why an insider gets to match your buyer's deal — same price, same terms, their call.
What is a Severability Clause?
One clause dies, the contract survives — how bad provisions get removed without killing deals.
What does Signed in Counterparts mean?
Why nobody needs to sign the same piece of paper — each copy counts as an original.
What is Subrogation?
How your insurer pays you first, then hunts down whoever caused the loss.
What is a Tolling Agreement?
The contract that freezes a lawsuit deadline so both sides can keep talking.
What does Void ab Initio mean?
The contract that never existed — erased from the start, not canceled from today.