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INTERPRETATION AND DEFINITIONS

Most agreements seem to deal with interpretation and definitions separately: definitions are
listed in Clause 1 or near it while 'Interpretation' merits little more than a quick mention right at
the end of the agreement. However, considering how closely they are linked to each other, it's
probably worth dealing with them together (and not using the Interpretation clause solely as an
opportunity to reproduce the bulk of the General Clauses Act).

A Skeletal Clause Framework

Interpretation and Definitions

1. Wherever the context requires, words importing the singular may include or mean the
plural and vice versa, and words indicating any one gender may include or mean any
other gender(s).

2. Each part of this Agreement including the introduction, the recitals and the headings of
individual clauses are intended to aid in the interpretation of the Agreement although,
should the heading of any clause be inconsistent with its content, that heading shall be
disregarded and, similarly, should any recital be inconsistent with any of the terms and
conditions of this Agreement, the Agreement shall be interpreted without reference to the
recital to the extent to which the recital is inconsistent with the relevant term and/or
condition of this Agreement.

3. Words and phrases used in this Agreement bear the meanings assigned to them in the
Interpretation and Definitions clause or elsewhere in the Agreement, as the case may be,
as indicated by the words or phrases defined being placed in quotation marks, and they
may only be interpreted using other means (such as with the help of a dictionary) should
this Agreement itself fail to indicate what the Parties intend to have the relevant words
and phrases mean for the purposes of the Agreement or should attempting to interpret

1
 this Agreement using definitions contained within its body result in the Agreement either
becoming unintelligible or bearing a meaning demonstrably not in conformity with the
intention of the Parties at the time of the execution of this Agreement.

4. In this Agreement, the following words, expressions and phrases have, where the context
so admits, the meanings assigned to them in this Clause:

4.1. 'Effective Date of this Agreement' means the date on which [this Agreement is
executed / x event occurs] although the Parties agree that this Agreement or parts
of it may be deemed to have come into effect on another date as may be required
(if at all) to give meaningful effect to the terms and conditions contained within it.

4.2. [xxxxx]

A DRAFTING CHECKLIST

To what extent is the General Clauses Act intended to apply to the Agreement? Is it
necessary to limit its applicability in any way?

Should common words be specifically defined? e.g. should 'notices in writing' be limited
to mean notices sent by specific modes of communication: email but not SMS, perhaps.

If there are several ways in which a term could be interpreted, does the agreement lay out
a hierarchy? e.g. the definition in the agreement itself before popular understanding,
perhaps.

Is the list of definitions in alphabetical order? Should it be?

Are definitions beyond the Interpretation and Definitions clause limited to the clause in
which they appear? If not, can they easily be included in the Interpretation and
Definitions clause?