Style Guide / Redrafting Sentences

Example	Preferred	Comments
Nothing in this Agreement creates a partnership or joint venture between the parties.	This Agreement does not create a partnership or joint venture between the parties.	Remove unncessary words. Place noun-subject at start of sentence.
Base Salary shall be paid monthly.	The Employer shall pay Base Salary monthly.	Avoid passive sentences. Apply subject-verb-object order.
No proceedings have been taken or authorized by [PARTY A] or, to its knowledge, by any other Person relating to its bankruptcy, insolvency, liquidation, dissolution, or winding up.	[Party A] has not taken or authorized, nor to its knowledge has any other Person taken or authorized, any proceedings relating to its bankruptcy, insolvency, liquidation, dissolution, or winding up.	Avoid passive sentences. Apply subject-verb-object order.
If the Company receives a written request from Holders of at least [10%] in the aggregate of then-outstanding Registrable Securities (collectively, the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of their Registrable Securities, then the Company shall, within [30] days of receiving the request, give written notice of such request to all Holders, and subject to the limitations of this Section 2.1, effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all Holders request to be registered.	The Company will, within [30] days of receiving a written request from the Initiating Holders that the Company file a Registration Statement,(a) give written notice of such request to all Holders, and (b) promptly file a Registration Statement.	Simplify sentence structure with subject-verb-object order. Use “will” to expresss futurity. Use more descriptive verbs: “file” rather than “effect.”
Discharge of Liens. Lessee, or Lessor at Lessee’s expense, shall report, pay and discharge when due all license and registration fees, assessments, sales, use and property taxes, gross receipts, taxes arising out of receipts from use or operation of the Equipment, and other taxes, fees and governmental charges similar or dissimilar to the foregoing, together with any penalties or interest thereon, imposed by any state, federal or local government or any agency, or department thereof, upon the Equipment or the purchase, use, operation or leasing of the Equipment or otherwise in any manner with respect thereto and whether or not the same shall be assessed against or in the name of Lessor or Lessee.	Discharge of Liens. The Lessee or the Lessor at the Lessee’s expense, shall report, pay and discharge when due all applicable fees, assessments, taxes, and other governmental charges, plus any penalties or interest, imposed upon the Equipment or its use, operation, or leasing, whether or not assessed against or in the name of the Lessor or the Lessee.	Eliminate lists. Eliminate duplication of terms.
Ownership of Equipment. The Equipment is, and shall at all times be and remain, the sole and exclusive property of Lessor. The Lessee shall have no right, title or interest therein or thereto except as expressly set forth in this Lease.	Ownership of Equipment. The Equipment is, and will remain the sole and exclusive property of Lessor. The Lessee has no right, title or interest in and to the Equipment, except as expressly provided in this agreement.	Use “will” to express futurity. Use present tense where possible.
Reasonableness of Restrictions. [PARTY] acknowledges that the restrictions, prohibitions and other provisions of this Agreement, including the Restricted Area and Restricted Period, are reasonable, fair and equitable in scope, terms and duration, are necessary to protect the legitimate business interests of [COMPANY], and are a material inducement to [COMPANY] to enter into this Agreement.	Reasonableness of Restrictions. [PARTY] acknowledges that the restrictions contained in this agreement are (a) fair and reasonable in scope and duration, (b) necessary to protect the Company’s legitimate business interests, and (c) a material inducement to the Company to enter into [this agreement/TRANSACTION AGREEMENT].	Where possible, avoid lists introduced by “including.” Use white space to aid readability.
Disclaimer of Liability. LESSOR SUPPLIES THE EQUIPMENT AS IS AND NOT BEING THE MANUFACTURER OF THE EQUIPMENT, THE MANUFACTURER’S AGENT OR THE SELLER’S AGENT, MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED AS TO THE EQUIPMENT’S MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DESIGN, CONDITION, QUALITY, CAPACITY, MATERIAL OR WORKMANSHIP OR AS TO PATENT INFRINGEMENT OR THE LIKE.	Disclaimer of Liability. The Lessor is not the manufacturer of the Equipment nor is it the agent of the manufacturer or the seller. The Lessor supplies the Equipment as is. The Lessor makes no warranty or representation, express or implied, as to the Equipment’s merchantability, fitness for a particular purpose, design, condition, quality, capacity, material, or workmanship or as to infringement of any intellectual property rights.	No use of full caps. Rearrange sentence order to be more logical.
Presumption of Inspection. Unless Lessee gives written notice to Lessor specifying any defect in or any other proper objection to the Equipment, Lessee agrees that it shall be conclusively presumed that Lessee has fully inspected and acknowledged that the Equipment is in good condition and repair, and that Lessee is satisfied with and has accepted the Equipment in such good condition and repair and as satisfactory in all aspects for the purposes of this Equipment Lease.	Presumption of Inspection. Unless the Lessee gives Notice to the Lessor identifying any defect in or any other proper objection to the Equipment, it will be conclusively presumed that the Lessee has fully inspected and has accepted the Equipment it as being in good condition and repair and satisfactory in all aspects.	Eliminate duplication of terms. Use “will” to express futurity.
Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and constitutes and supersedes all prior agreements, representations and understandings of the parties, written or oral.	Entire Agreement. This agreement contains all the terms agreed to by the parties relating to its subject matter. It replaces all previous discussions, understandings, and agreements.	Sentence in present tense. Avoid legalisms like “inure.”
Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, successors and permitted assigns.	Binding Effect. This agreement benefits and binds the parties and their respective heirs, successors, and permitted assigns.
Independent Legal Advice. Executive has carefully read and understands all the provisions of this Agreement and understands that important rights are being released. Executive acknowledges that the Company has advised Executive to consult with counsel before signing this Agreement and that Executive has received the advice of counsel before signing this Agreement.	Independent Legal Advice. The Executive acknowledges that he or she (a) has read the agreement, (b) understands its terms, (c) has had the opportunity to consult[ and has consulted] with independent legal counsel, and (d) has signed this agreement voluntarily.
Severability. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.	Severability. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.	This is a conditional sentence. Use “will” to express futurity.
Force Majeure. A party shall not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes or labor disputes, embargoes, government orders or any other force majeure event.	Force Majeure. Neither party will be liable for any failure of or delay in the performance of any of its obligations under this agreement if its failure or delay is due to the occurrence of Force Majeure.	Use “will” to express futurity. Eliminate lists.
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement.	Counterparts. This Agreement may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document.	We use “sign” rather than “execute.” We eliminate “deeming” terms, if possible.
Assistance. Employee agrees to assist the Company, or its designee, at the Company’s expense, to secure the Company’s rights in the Inventions or other related intellectual property rights, including the disclosure to the Company of all pertinent information and data, and the execution of all applications, specifications, oaths, assignments and all other instruments that the Company deems necessary.	Assistance. The Assignor shall assist the Company, at the Company’s expense, in securing the Company’s intellectual property rights in and to the Company Inventions.	Where possible, avoid lists introduced by “including.” Use “shall” instead of “agrees to.” Use broad, general language instead of specific, listed items.