Dual Verb Structures: “Agrees to X and Continue to X”

Late last year I did my first post on dual verb structures. I’ve done four of them, here, here, here, and here. Actually, make that six, because I now introduce to you the supremely effed up structure agrees to X and continue to X.

I found only a few examples on EDGAR, but enough to confirm to my satisfaction that this structure is unfortunately all too real. Here are six examples from EDGAR:

The Transfer Agent has implemented and maintains, and at a minimum agrees to comply with and continue to comply with, at each service location physical and information security and data protection safeguards against the destruction, loss, theft, unauthorized access, unauthorized use, or alteration of the Fund’s Confidential Information …

The Indemnitee agrees to serve and continue to serve as an officer of the Company for so long as the Indemnitee is duly appointed or until the Indemnitee tenders her resignation or is no longer serving in such capacity.

In addition, Employer agrees to provide, and continue to provide, training, education, direction and development to Employee …

The Company agrees to maintain, and continue to maintain, on such terms as the Company believes are reasonably appropriate, applicable director and officer insurance coverage …

This Agreement and/or any Ancillary Document will continue to be effective against the Customer, and the Customer agrees to be bound and continue to be bound by this Agreement and/or any Ancillary Document notwithstanding such assignment or transfer.

VIKING agrees to pay and continue to pay all fees necessary to maintain the Licensed Patents and Applications in force.

There’s not a lot to say, other than it’s preposterous, in that the both verb structures mean the same thing. That’s the case for both stative verbs (the first five examples) and dynamic verbs (the sixth).

This structure resembles shall indemnify and keep indemnified. It’s discussed at MSCD ¶ 13.430, which says “it serves no discernible purpose.” The same sure goes for agrees to X and continue to X.

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.