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Contracts: Certainty of Terms

Business relies on contracts. Contracts are a critical part of building and managing commercial relationships. As we know, once a contract is executed, it plays an important role in guiding the parties in their interactions with each other and setting the ground rules for a productive, fair, and predictable relationship. And in the event that things go sour, a well-drafted contract will also guide the parties to a clean resolution.

But contracts also play an important role in building commercial relationships prior to their signing. As a lawyer, we spend much of our time on the front-end of those relationships before an agreement is signed. It is at this stage that strategies are developed, goals are set, and creativity is encouraged. We help our clients think strategically about how to structure a relationship; anticipate the issues that might arise in the course of the engagement; and to think critically about their goals before entering into the agreement; and we ensure that they are adequately protected against the unique risks and liabilities that might arise.

Through this process, we spend a lot of time working with our clients to help them understand the terms of the agreements their signing and the contracts we’re drafting, so that they understand whether the agreement is in their best interests. Inevitably, there are terms that need explaining – terms that seem confusing or unfamiliar. We’ve compiled some of the most frequent questions we’ve had from clients while reviewing contracts, and have created a blog series to respond to those questions for your benefit.

The series is called “Contracts: Certainty of Terms”. In the form of weekly blog posts, we will explain, in plain language, the meaning of many common contract fundamentals. Our goal with this series is to help you understand why you might see the particular clause in your agreement, how it might work, and what the implications might be of its inclusion in a contract. If any one of the articles in this series gives you more confidence when signing your next contract – we’ll count this series as a success.

If you have any specific questions about contracts, don’t hesitate to contact the authors directly using the links on this page.

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Articles Already Published in this Series:

1) Naming the Parties

2) Indemnity Clauses


Future Articles in this Series will cover the following topics:

  • Consideration;
  • The Importance of Definitions;
  • Understanding Reps and Warrants;
  • Termination Clauses;
  • Disclaimers;
  • Liability Limitations;
  • Indemnifications;
  • Assignment Clauses;
  • Choice of Law Clauses;
  • Entire Agreement Clauses; and
  • Severability Clauses.



Every contract is unique and should reflect the commercial realities of your business. You should discuss your contractual arrangements with a business lawyer. Contact the lawyers at Segev LLP in Vancouver, BC to discuss today.