Nouns in English Contract
Nouns in English Contract
Noun is the part of speech that ib as used to name a person, place, thing, quality, or action and can function as the subject or object of a verb, the object of a preposition, or an appositive. Nouns in contracts are always formal terms or literature words, which originated from ancient Greek or Latin, for these languages were dominant languages in Great Brittan and all the western countries. When we come with some regular words in contract, we have to figure out the specific meanings. These are some examples to describe the features of nouns in English Contract.
Example 1: construction
The headings and marginal notes in these conditions shall not be deemed part thereof or be taken into considerations in the interpretation or construction thereof or of the Contract.
Tips: In daily life, "construction” means “建设”， but in this article, “construction” belongs to legal language, we should take this as “对某事或某行为的陈述、解释和说明”.
Example 2: consent
When Party A claims to cancel this contract due to force majeure, and the contract is thus cancelled with Party B’s consent, it shall bear Party B's traveling expenses thus incurred; and when Party A fails to provide any valid person to cancel this contract, it shall bear the traveling expenses thus incurred to Party B and pay the breach penalty to Party B as stipulated in this contract.
Tips： When we need to express the meaning of “同意，准许”，"consent" is more formal compared with “agreement” or “permission”.
Example 3： damages
Subject to the conditions hereinafter set forth, Corporation will indemnify and protect the Purchaser against any payments made by Purchase in discharge of its liability, excluding any liability for consequential or incidental damages as enumerated in Article 14 hereof (Limitation of Liability) resulting from any infringement or claim of any infringement of any American patent, but no other patent or rights, by the equipment purchased hereunder, except that Corporation’s only patent indemnity with respect to accessories, equipment or parts which are not manufactured exclusively to Corporation’s detailed design shall be that specifically set forth in paragraph (b) hereof.
Tips: Although “damage” and “damages” are of high similarity, they differ in meanings. The former “damages” is legal language, which means “赔偿金”， but “damage” is common nouns, which means “损失，损坏". You have to be careful in reading and translating the words.
Translation: 公司将按以下所规定的条件，保护买方免于承担因按本协议购买设备而侵犯或被指控侵犯美国专利（其他非专利或专利）的任何赔偿责任，本协议第 14 条（责任范围）所罗列的间接损害或意外损害责任除外，只属公司所有，且涉及没完全按公司设计详图制造的附件、设备或零件的保护由本条第 2 款另行具体规定。
Without prejudice to the submission of reports as specified under the contract, the Contractor shall render any additional reports as to the progress of the Services at such time or times, and in such form as the Project Manager may reasonably require.
Tips: The “prejudice” here belongs to legal language, and it can not be interpreted as “偏见” just as the words in daily life. Here, “prejudice” means “损害”，and get its further meaning of “影响”.
After the assignment of the equity interests, the assignee shall recognize and accept the contracts, memorandum and articles and appendixes of the original A Company, and shall assume and execute all the rights, obligations and liabilities of the Assignor in A Company.
Tips: “assignment” in daily life means”分配，指定的任务”，and in American English, “assignment” always express the meaning of “教师指定学生要完成的作业”. But in English contract, “assignment" has the meaning of “转让”.
Translation：上述股权转让后，受让方承认原 A 公司的合同、章程及附件，愿意履行并承担原转让方在 A 公司中的一切权利、义务和责任。
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