This is from an intercompany services agreement dated 3 July 2017 between General Electric Company and Baker Hughes that I happened upon in the SEC’s EDGAR system (PDF here):
SECTION 10.16 Integrity. Each Party covenants that it is committed to unyielding integrity and will act in a manner consistent with the GE Integrity Guide for Suppliers, Contractors and Consultants, a copy of which is available in several languages at the following link: http://www.gesupplier.com/html/SuppliersIntegrityGuide.htm and the Baker Hughes Suppliers’ Code of Conduct, as may be amended or substituted from time to time.
Hmmm. “Each Party covenants”? What category of contract language is that? It’s certainly not language of obligation, even though it uses that moldy old favorite for expressing obligations, covenant. Instead, it’s “throat clearing,” my phrase for extraneous verb structures bolted to the front end of a sentence.
But that’s not what caught my eye. Instead, consider “it is committed to”. What category of contract language is that? Is it language of obligation? In other words, is each party under an obligation to act with “unyielding integrity”?
Or it is language of declaration? Is each party making a statement of fact that on entry into the agreement it’s committed to unyielding integrity, but that that could change at any time?
The answer is that I don’t know. That’s because is committed to is the stuff of press releases and stump speeches. It allows you to express a feel-good sentiment without making any sort of commitment. It’s not appropriate for contracts.
In the GE contract, the puffery of is committed to matches the puffery of “unyielding integrity”. The entire provision is written as if they’re trying hard to convince someone of something. That’s not what contracts are for. Am I missing something?
Regarding commits to, a close relative of is committed to, see this 2012 blog post.