How to Exploit a Sample Clause in Class

The clause is, for example, a standard indemnity clause like this one below:

Licensee shall indemnify and hold harmless the Licensor, its affiliates and their respective officers, directors and employees from and against all costs, expenses, damages, claims, obligations and liabilities whatsoever from facts or circumstances not attributable to the Licensor including, but not limited to, all costs arising out of the acts or defaults, whether negligent or not, of the Licensee, Licensee’s agents, sub-contractors and employees.

A sample of an authentic clause can be exploited to practise various skills. The first stage may be the selection the terms of art and other legalese words for paraphrasing. This can be done by the teacher or by the students themselves to raise their awareness of the essential features of legal texts. I have bolded the terms of art, examples of legalese and words typical of the language of contracts which I consider significant in the clause above.

Next, the students can be asked to translate the text into their native language to make sure they understand what the clause deals with and really means.

Afterwards, the students write a paraphrase or a summary of the clause using plain English and their own words. Here attention is drawn to the features of plain language, i.e. word order, the length of the sentences, the use of tabulation, linking words, correct punctuation, eliminating nominalisations and the abuse of the passive voice, accuracy, etc.

The paraphrase or the summary can be prepared in a form of an email/letter sent to a client, who needs the clarification of the said clause.

In order to improve speaking the clause can be paraphrased orally in a form of a simulated lawyer-client interview.

Additionally, students can think of potential problems the clause may give rise to when the obligations it contains are or are not carried out.

There are many websites where sample contract clauses may be found, e.g. http://agreementforms.org/.

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