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Nine solid rules for good contract drafting from a “Plain English” general counsel

A presenter at a conference shared his company’s emphasis on the use of “plain English” in the drafting of contracts and other documents. The general counsel itemized his company’s basic rules of contract drafting:

  1. No embedded definitions
  2. Keep definitions in the same place and be sure they make sense
  3. No Latin or foreign languages
  4. Use plain English
  5. Avoid legalistic terms such as “notwithstanding the foregoing”
  6. No “run on” sentences
  7. Use numbering and indentation to separate clauses visually
  8. Avoid cross-references as much as possible
  9. Create one document instead of several

Many more sound guidelines exist for clear writing, but this list from a general counsel lays out a pretty good start (See my post of Feb. 5, 2009: writing with 6 references.).

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2 responses to “Nine solid rules for good contract drafting from a “Plain English” general counsel”

  1. Bernd Nurnberger says:

    Thanks for sharing this.
    The link to your post of Feb 5 fails. I see a duplicate “http://http//” in there. To make it work, keep only the first one with the colon.
    You may delete this comment, I do not plan to follow up.

  2. In my lectures I use those (and other) principles. To me, the two most important are 7,6 and 1 in that order.
    I differ on #9 (additional agreements) IF those agreements have their own termination & remedies provisions or if they cover other matters, such as confidentiality obligations that protect other confidential information. A Service Level Agreement is another good example.
    Good stuff!