In this post, I address the second best practice rule I identified in a previous post (click here). The first best practice rule is discussed here.
2) Bring conditions that relate to the same object together in one article or section of the agreement.
Consistent with the general drafting technique to group exceptions to a rule together (see the online book here on ambiguity), this best practice rule prescribes that the legibility of a conditions improves if they are separated out of the object to which they relate. A similar technique is used when a definition is lifted out of a contractual provision or the text of another definition (i.e., by creating a new defined term and substituting this term in the overly jumbled provision or definition, respectively).
An inherent complement of this best practice rule may for instance have the following pattern: there is general obligation, which contains a few objects; each of those objects is phrased generally but requires to be refined by exceptions, qualifications, limitations or conditionality. Now, to prevent that a messy provision is the result of accurate drafting efforts, it is helpful to untangle all those objects and to bring the right conditions in connection with the right object. A funny illustration of this is a license provision: the license clause itself lists the elements of exclusivity, geographical scope, sub-licensability, assignability, its being royalty-bearing, whilst the exceptions, qualifications, limitations and conditions to each of those elements are usually elaborated in the subsequent sections.
Where to locate conditions. If conditions affect various articles of an agreement, list the conditions in a separate article; if conditions or triggering events affect various elements of a section, separate them out in the same section or in a separate section of the same article.
