Pick the Category of Contract Language!

It’s time for that ever-popular game, Pick the Category of Contract Language! Bob, please tell our viewers what the choices are!

  • Acme shall make all decisions relating to commercializing Licensed Products. [By using language of obligation, this expresses, appropriately, the idea that Widgetco wouldn’t want Acme to ignore what’s required to commercialize products. But it doesn’t express that Acme will be in charge.]
  • Acme will be responsible for all decisions relating to commercializing Licensed Products. [I recommend using will be responsible to say that Acme doesn’t have an obligation to do something, but if it doesn’t to it, it will be liable, as in Acme will be responsible for all taxes. That meaning doesn’t make sense here.]
  • Acme may make all decisions relating to commercializing Licensed Products. [This could be understood as meaning that if Acme doesn’t make the decisions, someone else will. And it doesn’t convey that Acme will be in charge.]
  • Widgetco shall not make any decisions relating to commercializing Licensed Products. [This suggests that Widgetco might be in a position to make decisions; it won’t be. And it’s silent on Acme’s role.]
  • Acme will be in charge of all decisions relating to commercializing Licensed Products. [So how about this?]

Anyone want to set me straight?

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.