Contract terms for live diligence.

An arbitration clause directs covered disputes to a private decision-maker instead of a court.

An assignment clause governs transfers of contractual rights and may separately address delegation of duties.

An automatic-renewal clause extends a contract unless a party gives the required notice within the stated window.

Area-development rights grant a developer the contractual right and obligation to open multiple units in a defined territory under a...

An ad fund or marketing fund is a required franchise fee or contribution for advertising.

Franchise agreement language requiring the franchisee to purchase supplies, equipment, or inventory from franchisor-approved sources.

A lease assignment-and-subletting clause governs transfers of the tenant's lease interest or occupancy rights.

An Assignment of Rents is a clause or separate document in commercial real estate financing that grants the landlord's mortgage...

A breach of contract is a failure to perform a contractual duty when performance is due and no applicable excuse...

A bring-down certificate is a closing-day document signed by the seller (and sometimes the buyer) confirming that all of the...

A break-up fee is a payment triggered when a transaction ends under defined circumstances, often in connection with a competing...

A choice-of-law clause identifies the jurisdiction's substantive law the parties want applied to the agreement.

A confidentiality clause controls how defined information may be used and disclosed.

Consequential damages are losses that may be recoverable because they result from the breach's particular consequences rather than the immediate...

A counterparts clause permits parties to sign separate copies that together form one agreement.

A customer-concentration provision addresses revenue dependence on identified customers or thresholds, often through representations, disclosure schedules, covenants, or closing conditions.

Requirements that must be met before either party is obligated to close the deal.

Common area maintenance charges allocate defined property operating costs among tenants under a lease.

A co-tenancy clause ties a tenant's obligations or remedies to the opening or continued operation of named anchors, a minimum...

A change-of-control clause treats specified ownership or control changes as a consent event, assignment, default, termination trigger, or other contractual...

A cross-default provision says a default under one agreement automatically triggers a default under this one, even if the borrower...

A cross-acceleration provision is a narrower cousin of cross-default: this agreement defaults only if another lender actually accelerates (calls due)...

An indemnification structure where the seller only pays losses above the threshold, similar to insurance deductibles.

A discovery day is a franchisor-run meeting or visit during the franchise sales process.

Disclosure schedules qualify or supplement representations, warranties, covenants, and other provisions in a purchase agreement.

A drag-along right lets majority owners force minority owners to join in a sale of the company on the same...

An entire-agreement or integration clause states that the signed contract and identified attachments form the parties' final agreement on the...

An escrow holdback places part of the consideration with a third party for a defined period and purpose, often to...

An earnout makes part of the purchase price contingent on post-closing performance or another defined milestone.

An exclusive-use clause limits the landlord's ability to lease other space in the defined project to specified competing uses.

An estoppel certificate is a signed factual statement about a lease or other relationship, commonly addressing dates, rent, amendments, defaults,...

An exculpation clause limits or eliminates liability for specified conduct or losses.

A force majeure clause excuses one or both parties from performing their contractual obligations when extraordinary events beyond their control...

Fundamental representations are a negotiated category of statements treated differently from general representations, often including authority, organization, title, capitalization, or...

FDD Item 17 summarizes specified franchise relationship provisions, including renewal, termination, transfer, dispute resolution, and related obligations.

FDD Item 19 contains any financial performance representation the franchisor chooses to make under the FTC Franchise Rule.

A franchise non-compete restricts competitive activity during or after the franchise relationship.

FDD Item 20 reports system outlet information.

FDD Item 7 presents the franchisee's estimated initial investment in the table required by 16 CFR 436.5(g).

FDD Item 12 is the franchise disclosure section that defines the franchisee's territorial rights, including geographic boundaries, exclusivity provisions, and...

A further assurances clause requires the parties to take additional reasonable steps and sign additional documents after closing to give...

A financing out is a condition that lets the buyer walk away from an acquisition without penalty if it cannot...

Fraudulent-transfer law permits specified transfers or obligations to be avoided or otherwise remedied when statutory elements are met.

Garden leave is a period in which an employee remains employed but is directed not to perform some or all...

A governing-law clause identifies the jurisdiction's law intended to govern contract interpretation and related issues.

A gross lease bundles specified property expenses into rent, while a modified-gross lease divides selected expenses between landlord and tenant.

A golden parachute is a contractual provision giving senior executives large severance payments, accelerated equity vesting, or other benefits if...

Holdover rent is the rent or use-and-occupancy charge that applies when a tenant remains after the lease term.

A holdback is consideration the buyer retains under the purchase agreement, while an escrow places funds with a third-party agent...

A holdover tenancy arises when a tenant remains after the lease term, but the resulting status and remedies depend on...

A hell-or-high-water provision requires continued performance, commonly payment, despite specified disputes or disruptions.

Hold-harmless language allocates specified responsibility for claims or losses, but its relationship to indemnity and defense obligations depends on the...

Indemnification allocates specified losses or third-party claims to one party when defined triggers occur.

An intellectual-property assignment transfers specified ownership rights from one party to another.

An IP assignment transfers the identified intellectual-property rights and should state what is assigned, when the transfer occurs, and what...

An indemnification basket is the threshold the buyer must cross before recovering from the seller for breaches of reps and...

An indemnification cap sets a maximum recovery for specified indemnity claims.

An ipso-facto clause purports to terminate, modify, or trigger a default because of insolvency, bankruptcy, or financial condition.

A jurisdiction or forum-selection term identifies the court or other forum named in a contract for disputes.

A limitation-of-liability clause caps recovery, excludes categories of loss, or both.

A liquidated-damages clause sets an agreed amount or formula for a defined breach.

A landlord's consent is the written approval or process a commercial lease requires for an assignment, transfer, change in control,...

A letter of intent records proposed transaction terms and a process for further diligence and definitive documents.

A mutual-termination provision gives both parties defined rights to end the agreement, but the triggers, notice periods, cure rights, fees,...

A material-adverse-change provision allocates the risk of serious deterioration between signing and closing or during another contractual period.

A multi-unit development agreement commits a developer to open or acquire multiple outlets under defined milestones.

A make-whole provision requires a borrower who prepays fixed-rate debt early to pay an additional amount compensating the lender for...

A non-disclosure agreement restricts use and disclosure of defined confidential information.

A non-compete agreement restricts competitive activity for a defined person, business, period, territory, or customer market.

A non-solicitation clause prohibits you from actively reaching out to the other party's clients, customers, or employees after the contract...

A notice provision specifies which communications count as formal notice, who must receive them, how they must be sent, and...

An M&A non-compete is a seller restriction written into a purchase agreement or related document that limits specified competitive activity...

A non-recourse loan generally limits the lender's contractual recovery to specified collateral, subject to the loan documents and applicable law.

A negative pledge is a covenant in which a borrower promises not to grant liens or security interests on its...

A no-shop clause prohibits the seller from soliciting, negotiating, or accepting competing offers for a set period after signing a...

A no-raid clause (also called a non-solicitation of employees clause) prohibits a party from hiring away the other party's employees...

Payment terms state the amount or formula, invoicing process, due date, accepted method, taxes, disputed-invoice procedure, interest or late fees,...

A personal guarantee makes the guarantor responsible for specified obligations of another person or entity.

A purchase-price allocation assigns consideration among acquired assets for tax and accounting treatment.

Percentage rent requires a tenant to pay a defined share of sales or revenue, often above a breakpoint, in addition...

A poison pill (shareholder rights plan) is a defensive measure that makes a hostile takeover prohibitively expensive, typically by letting...

Pari passu is a Latin term meaning on equal footing.

A quality-of-earnings review analyzes how reported earnings relate to recurring operations, accounting choices, working capital, cash conversion, customer concentration, and...

Representations and warranties are contractual statements and risk-allocation provisions about specified facts, conditions, authority, or performance.

A right of first refusal (ROFR) gives one party the right to match any offer made by a third party...

Rollover equity is consideration a seller reinvests into the buyer's or acquiring group's post-closing ownership structure.

Royalty fees are recurring payments required by the franchise agreement.

The tenant's right to match a third-party offer to lease additional space in the building.

A relocation clause permits the landlord to move the tenant under stated conditions.

A severability clause tells a court or decision-maker what the parties intend if a provision is invalid or unenforceable.

A seller-financing note documents deferred purchase-price debt owed by the buyer to the seller.

A survival period states how long specified representations, warranties, covenants, or indemnity rights remain enforceable after closing or termination.

Sandbagging provisions address whether a buyer may pursue a representation or warranty claim when the buyer knew of the breach...

An SNDA addresses the relationship among a tenant, landlord, and mortgage lender.

Successor liability is the legal doctrine that allows a buyer of a business to be held responsible for the seller's...

A standstill agreement restricts one party (often a potential acquirer or an activist) from buying more shares, launching a tender...

A setoff provision lets one party reduce what it owes by amounts the other party owes it, netting the two...

Structural subordination describes how a creditor of a parent company ranks behind the creditors of the parent's subsidiaries with respect...

Termination for cause allows one or both parties to end the contract when the other party breaches a specific, defined...

Termination for convenience allows one or both parties to end the contract at any time, without needing to provide a...

A standalone contract under which the seller provides defined services (IT, accounting, customer relations) to the buyer for a defined...

A tipping basket sets a threshold for indemnity claims; once covered claims exceed it, recovery may begin from the first...

Franchisee's protected geographic area where the franchisor will not place another franchisee.

A triple-net or NNN lease generally shifts specified taxes, insurance, and maintenance or operating costs to the tenant in addition...

A tenant-improvement allowance is a landlord contribution toward specified construction or fit-out costs.

A term sheet summarizes proposed economic, governance, financing, or transaction terms before definitive documents.

A Tenant Improvement Allowance (TIA) is the dollar amount a commercial landlord agrees to contribute toward the tenant's build-out costs...

A tag-along right (co-sale right) lets minority owners join a sale initiated by majority owners, selling their shares on the...

An upstream guarantee is a subsidiary's guarantee of debt owed by its parent or another upstream entity.

A warranty is a contractual assurance about goods, services, authority, condition, or performance.

Work for hire is a legal doctrine under US copyright law where work created by an employee within the scope...

A working-capital adjustment compares specified closing working capital with a negotiated target and adjusts the purchase price under the contract's...