====== Agreement Term ======

[[public:99_annexes:annex-b-terms-and-definitions:start|Go up to Terms and Definitions]]

===== Discussion =====

An Agreement Term is a provision that forms part of an [[public:99_annexes:annex-b-terms-and-definitions:a:agreement|Agreement]].

An Agreement Term expresses part of the negotiated understanding among the Parties. It may establish, describe, qualify, or modify:

  * A [[public:99_annexes:annex-b-terms-and-definitions:r:right|Right]]
  * An [[public:99_annexes:annex-b-terms-and-definitions:o:obligation|Obligation]]
  * A [[public:99_annexes:annex-b-terms-and-definitions:p:permission|Permission]]
  * A [[public:99_annexes:annex-b-terms-and-definitions:p:prohibition|Prohibition]]
  * A [[public:99_annexes:annex-b-terms-and-definitions:c:condition|Condition]]
  * A [[public:99_annexes:annex-b-terms-and-definitions:c:commitment|Commitment]]
  * A [[public:99_annexes:annex-b-terms-and-definitions:c:contractual_representation|Contractual Representation]]
  * A [[public:99_annexes:annex-b-terms-and-definitions:r:responsibility|Responsibility]]
  * A procedure, calculation, definition, remedy, limitation, or other agreed provision

An Agreement Term may be stated directly in an [[public:99_annexes:annex-b-terms-and-definitions:a:agreement_document|Agreement Document]], incorporated by reference from another source, or otherwise established under the applicable legal and contractual framework.

An Agreement Term is distinct from the Agreement as a whole. The Agreement represents the complete negotiated understanding. An Agreement Term represents one provision forming part of that understanding.

The word //term// may also refer to a period of duration. An Agreement Term, as defined here, means a provision of an Agreement and not the duration of the Agreement. Duration is represented using an [[public:99_annexes:annex-b-terms-and-definitions:e:effective_period|Effective Period]] or another applicable temporal concept.

===== Definition =====

> //provision that forms part of an [[public:99_annexes:annex-b-terms-and-definitions:a:agreement|agreement]]//

===== Source =====

Adapted from:

  * [[https://www.law.cornell.edu/wex/term|Cornell Law School Legal Information Institute: Term]]
    * Relevant meaning: a clause, provision, stipulation, or condition agreed among Parties
  * [[https://spec.edmcouncil.org/fibo/ontology/FND/Agreements/Contracts/|Financial Industry Business Ontology, Contracts Ontology]]
    * Relevant concepts include Contractual Element, Contractual Commitment, Contractual Definition, and Non-Binding Term
  * [[https://spec.edmcouncil.org/fibo/ontology/FND/Agreements/Agreements/|Financial Industry Business Ontology, Agreements Ontology]]

The expression //Agreement Term// is used by this corpus because it applies to Agreements generally and is not limited to legally binding Contracts.

===== Note =====

  * An Agreement Term forms part of an Agreement
  * An Agreement may contain one or more Agreement Terms
  * An Agreement Term may apply to one Party, multiple Parties, or the Agreement as a whole
  * An Agreement Term may be binding or non-binding
  * An Agreement Term may be express, implied, or incorporated by reference
  * An Agreement Term may be conditional
  * An Agreement Term may have its own Effective Date and Effective Period
  * Different Agreement Terms within the same Agreement may have different Effective Periods
  * An Agreement Term may establish more than one Right, Obligation, Permission, Prohibition, Commitment, or Responsibility
  * A Right, Obligation, Permission, Prohibition, Commitment, or Responsibility may be established by more than one Agreement Term
  * An Agreement Term is distinct from the Agreement Document in which it is recorded
  * An Agreement Term is distinct from a section number, paragraph number, heading, or other document-navigation element
  * An Agreement Term is distinct from the duration of an Agreement
  * An Amendment may add, change, or remove an Agreement Term
  * Changes to an Agreement Term must preserve the earlier term and its applicable period when required for traceability

===== Example =====

An Agreement provides that Party A must deliver USD 1,000,000 to Party B on a specified Settlement Date.

The provision requiring delivery is an Agreement Term.

The Agreement Term establishes an Obligation for Party A and a corresponding Right for Party B.

The paragraph containing the Agreement Term is part of an Agreement Document. The paragraph and document provide a location and Evidence for the Agreement Term but remain distinct from the modeled term.

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