“Is Defined Herein”

The phrase is defined herein is never a good sign.

First, in the extract below, is defined herein to mean is a bloated version of means. Use means instead.

Second, which is defined herein to mean, with or without parentheses, allows you to put a definition in a nonrestrictive clause. If the defined term you’re creating is worthwhile, it would be a simple matter to create it using an autonomous or integrated definition, instead of this unorthodox alternative. And saying is defined herein suggests it’s defined elsewhere in the contract, whereas it’s being created right here. That’s reinforced by the lack of quotation marks around International Jurisdiction (but see the next point).

Third, the example below adds quotation marks around International Jurisdiction, but that’s weird, too: quotation marks around a defined term tell the reader you’re creating a defined term, so it’s redundant to say you’re defining it. So don’t create defined terms in nonrestrictive clauses!

And fourth, is defined herein as could be understood as requiring that you put the defined term before and the definition after (as in the first example below) or vice versa (in the second example below). In addition to the inherent bogosity of using is defined herein at all, that adds to the clumsiness of is defined herein as.

So the heck with is defined herein.

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 head of Adams Contracts, a division of LegalSifter that is developing highly customizable contract templates.

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