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Agreements Legal Dictionary

Agreements Legal Dictionary

ACCELERATION CLAUSE (Legal Dictionary of Contracts)
A clause in a contract that states that if a payment is missed, or some other default occurs (such as the debtor becoming insolvent), then the contract is fully due immediately.
ACCEPTANCE (Legal Dictionary of Contracts)
When you accept an offer, it must be an unconditional and unequivocal acceptance to the exact terms of the offer. If not, it becomes a counteroffer.
ACCORD AND SATISFACTION (Legal Dictionary of Contracts)
The act of one party, having complied with its contractual obligation, accepting some type of compensation from the other party (usually money and of a lesser value) in lieu of enforcing the contract and holding the other party to their original obligation.
ACCREDITATION (Legal Dictionary of Contracts)
Recognition issued by a national accrediting organization to behavioral healthcare and human services providers for their compliance with the established evaluation criteria for service quality. Commonly know accrediting organizati ons include the Rehabilitation Accreditation Commission (CARF), the Joint Commission on Accreditation of Healthcare Organizations (JCAHO), and the Council on Accreditation (COA).
ACQUIESCENCE (Legal Dictionary of Contracts)
Action or inaction which binds a person legally even though it was not intended as such.
ADDENDUM (Legal Dictionary of Contracts)
A document used to expand or more fully explain the terms of a solicitation which is incorporated as part o f the original solicitation. This modification becomes a legal part of the solicitation. This term should not be co nfused with a contract amendment as it is not used to change the terms of a contract.
ADHESION CONTRACT (Legal Dictionary of Contracts)
A fine-print consumer form contract which is generally given to consumers at point-of-sale, with no opportunity for negotiation as to it’s terms, and which, typically, sets out the terms and conditions of the sale to advantage the seller.
ADMINISTRATIVE STANDARDS (Legal Dictionary of Contracts)
Criteria for evaluating a provider’s compliance with contract provisions.
ADVANCE PAYMENTS (Legal Dictionary of Contracts)
A payment situation whereby under certain circumstances it is possible to make a portion of the contract funds available to a provider prior to the delivery of services and or expenditure of funds by the provide r.
AGENCY (Legal Dictionary of Contracts)
A fiduciary relationship between one person (a principal) and another (an agent) that the agent shall act on the principal’s behalf.
AGENT (Legal Dictionary of Contracts)
A person who has received the power to act on behalf of another, binding that other person as if he or she were themselves making the decisions.
ALEATORY CONTRACT (Legal Dictionary of Contracts)
Civil law: a contract which depends on an uncertain event.
ALLONGE (Legal Dictionary of Contracts)
A piece of paper which has been attached to a contract, a check or any promissory note, on which to add signatures because there is not enough room on the main document.
AMENDMENT (Legal Dictionary of Contracts)
A document by which significant changes are made to the terms of an executed co ntract. Chang es requ irin g an amendment include, but are not limited to adjustments in costs, services, time period, and method of payment. The amendment is incorporated as part of the original contract.
ANIMUS CONTRAHENDI (Legal Dictionary of Contracts)
Latin: an intention to contract.
ANTEDATE (Legal Dictionary of Contracts)
To date back; retroactively.
ANTICHRESIS (Legal Dictionary of Contracts)
Civil law: the pledge of real property as security for a debt.
ANTICIPATORY BREACH (Legal Dictionary of Contracts)
When a party to a contract receives an indication from the other party that they intend on not performing their contractual obligations.
ARBITRATION (Legal Dictionary of Contracts)
Arbitration clauses set up provisions whereby independent and binding arbitrators settle contractual disputes.
ARREARS (Legal Dictionary of Contracts)
A debt that is not paid on the due date adds up and accumulates in arrears.
AS IS (Legal Dictionary of Contracts)
That a product is sold in the condition in which it then exists.
ASSIGN (Legal Dictionary of Contracts)
To sell, give or otherwise transfer some legal right or responsibility to another.
ASSUMPSIT (Legal Dictionary of Contracts)
Medieval era action for breach of contract.
ATTACHMENT I (Legal Dictionary of Contracts)
The unique, program-specific part of a contract that contains the statement of work for each provider including services to be provided, manner of service provision, method of payment, and special provisions.
AUDIT TRAIL (Legal Dictionary of Contracts)
A recorded flow of transactions from initiation to finalization with supporting documentation to justify each transaction.
BAD FAITH (Legal Dictionary of Contracts)
Intent to deceive. A person who intentionally tries to deceive or mislead another in order to gain some advantage.
BAILEE (Legal Dictionary of Contracts)
The person who receives property through a contract of bailment, from the bailor, and who may be committed to certain duties of care towards the property while it remains in his or her possession.
BAILMENT (Legal Dictionary of Contracts)
The transfer of possession of something (by the bailor) to another person (called the bailee) for some temporary purpose (eg. repair or storage) after which the property is either returned to the bailor or otherwise disposed of in accordance with the contract of bailment.
BAILOR (Legal Dictionary of Contracts)
The person who temporarily transfers possession of property to another, the bailee, under a contract of bailment.
BATTLE OF THE FORMS (Legal Dictionary of Contracts)
Two persons intending to contract but tendering differing form contracts rendering the conclusion as to the terms of the contract, or a determination as to whether there was a contract, difficult.
BEST VALUE (Legal Dictionary of Contracts)
The highest overall value to the procuring agency based on objective factors determined by the p rocuring ag ency.
BID OPENING CLERK (Legal Dictionary of Contracts)
The individual charged with the responsibility of receiving, logging, and opening bids.
BIDDER (Legal Dictionary of Contracts)
See Offeror.
BIDDERS’ CONFERENCE (Legal Dictionary of Contracts)
See Offerors’ Conference
BLUE-PENCIL SEVERANCE (Legal Dictionary of Contracts)
Striking out an offending part of a legal document, such as a contract or a statute.
BOILERPLATE (Legal Dictionary of Contracts)
Standard contract clauses use universal language as a type of template. Usually found at the end of a contract, boilerplate clauses include arbitration clauses, entire agreement clauses, and force majeure clauses.
BREACH (Legal Dictionary of Contracts)
When one party of the contract accuses the other party of not following the terms of the contract. The statute of limitations for breach of contract is four years if written, but only two years if oral.
BREACH OF CONTRACT (Legal Dictionary of Contracts)
A condition that results from the failure of a party to a contract to abide by all material terms or conditions of the contract such that one party loses the value of its bargain with the other party. Breach is a sufficient condition for contract termination but not an automatic reason.
BUDGET (Legal Dictionary of Contracts)
A plan that outlines expected revenues and expenditures.
CALL FOR TENDERS (Legal Dictionary of Contracts)
A property owner’s invitation, sometimes at large, sometimes to a select group, for bids to complete a particular project.
CAVEAT EMPTOR (Legal Dictionary of Contracts)
Let the buyer beware or that the buyers should examine and check for themselves things which they intend to purchase and that they cannot later hold the vendor responsible for the broken condition of the thing bought.
CERTAINTY OF TERMS (Legal Dictionary of Contracts)
A legal requirement of a valid offer to contract; that it must be precise and definite in order to be subject to acceptance.
CERTIFICATION OF ASSURANCES (Legal Dictionary of Contracts)
A wri tten and signed list of performance requirements and business conditions to which the potential vendor agrees to be bound.
CERTIFICATION REGARDING DEBARMENT AND SUSPENSION (Legal Dictionary of Contracts)
See the definition of Debarment and Suspension, Certification Regarding.
CERTIFIED MINORITY BUSINESS ENTERPRISE (Legal Dictionary of Contracts)
A minority-owned business which has been certified by the certifying organization or jurisdiction in accordance with subsection 287.0943, F.S.
CHIROGRAPH (Legal Dictionary of Contracts)
A medieval form of contract which allowed for several verifiable authentic versions.
CHOICE OF LAW CLAUSE (Legal Dictionary of Contracts)
A term of a contract which sets the jurisdiction for dispute resolution, or the applicable law, in the event of any dispute between the conrtracting parties.
CIF (Legal Dictionary of Contracts)
Transportation contract acronym for “cost, insurance and freight” usually in reference to the sale price being inclusive thereof.
CIVIL CODE (Legal Dictionary of Contracts)
A document in civil law jurisdictions that purports to be a compendium of the applicable law as it pertains to the citizen.
CIVIL LAW (Legal Dictionary of Contracts)
A body of law derived and evolved directly from Roman Law, the primary feature of which is that laws are struck in writing; codified, and not determined, as in the common law, by the opinions of judges based on historic customs.
COLLATERAL (Legal Dictionary of Contracts)
Property which has been committed to guarantee a loan.
COLLECTIVE BARGAINING AGREEMENT (Legal Dictionary of Contracts)
A contract on hiring, working conditions and dispute resolution between an employer and a union, the latter representing employees of a defined group.
COMMODITY (Legal Dictionary of Contracts)
A tangible, specific item or product, such as: desk, toothbrush, bed, etc.
COMMON LAW (Legal Dictionary of Contracts)
Judge-declared law. Law which exists and applies to a group on the basis of customs and legal precedents developed over hundreds of years in Britain.
COMPENSATORY DAMAGES (Legal Dictionary of Contracts)
Damages that compensate the injured victim for injuries actually endured.
COMPETENCY (Legal Dictionary of Contracts)
An individual’s ability to understand the nature and object of legal proceedings being presented, and to consult with counsel.
COMPETITIVE SEALED BID PROPOS AL REPLY (Legal Dictionary of Contracts)
The receipt of two or more sealed bids or proposals or replies submitted by responsive and qualified bidders or proposers, or persons responding to a formal competitive procurement instrument.
COMPLIANCE (Legal Dictionary of Contracts)
The fulfillment of the terms and conditions of the contract in accordance with applicable policies, ru les and regulations.
CONDITION PRECEDENT (Legal Dictionary of Contracts)
A contractual condition that suspends the coming into effect of a contract unless or until a certain event takes place.
CONDITION SUBSEQUENT (Legal Dictionary of Contracts)
A condition in a contract that causes the contract to become invalid if a certain event occurs.
CONDITIONS (Legal Dictionary of Contracts)
Provisions of a contract that specify a particular occurrence. In the event these conditions happen, this is what the contract does in response.
CONFIDENCE INTERVAL (Legal Dictionary of Contracts)
The range of values that has a given probability of including the actual population statistic based on the sa mple o f the population studied.
CONFIDENCE LEVEL (Legal Dictionary of Contracts)
The likelihood that a population statistic falls within a range specified based on a studied sample. Fo r example, the 95% confidence level indicates that 95 of 100 times the range reported in the sample findings includes the value that would have been determined if the whole population had been inclu ded in the stu dy or th at the assertion made based on the sample is also true for the population as a whole..
CONFLICT OF INTEREST QUESTIONNAIRE (Legal Dictionary of Contracts)
A questionnaire to be completed by those individuals taking part in any procurement which attests tha t no ne of th e participants in the evaluation have a conflict of interest in the project.
CONFUSION (Legal Dictionary of Contracts)
Civil law: grounds for extinguishing a contractual obligation when creditor and debtor become the same person.
CONSENSUS AD IDEM (Legal Dictionary of Contracts)
Latin: an agreement – a meeting of the minds between the parties where all understand the commitments made by each. A basic requirement for a contract.
CONSIDERATION (Legal Dictionary of Contracts)
Something of value that is bargained for and given in exchange for the promise contained in the offer.
CONSTRUCTION (Legal Dictionary of Contracts)
The legal process of interpreting a phrase or document; of trying to find it�s meaning.
CONTACT PERSON (Legal Dictionary of Contracts)
The staff person responsible for a responding to inquiries concerning a solicitation or contract.
CONTRACT (Legal Dictionary of Contracts)
For the purposes of this document, a contract is a formal written agreement between two or more individuals or organizations for the procurement of services.
CONTRACT CLAUSE (Legal Dictionary of Contracts)
A provision or condition which is part of the contact.
CONTRACT CLOSEOUT (Legal Dictionary of Contracts)
The final process or steps to be taken upon completion or termination of a contract. This may include , bu t is no t limited to (1) processing the final payment; (2) recovering any overpayment; or (3) recovering equipment purchased and to be returned in accordance with the terms of the contract.
CONTRACT DEFAULT (Legal Dictionary of Contracts)
The failure to perform or meet contract terms and conditions.
CONTRACT DURATION (Legal Dictionary of Contracts)
The length of time for which a contract is legally binding on both parties. It is normally specified in the contract under “effective” and “ending” d ates.
CONTRACT FILE (Legal Dictionary of Contracts)
The official record for the procuring agency which must be maintained for a period of five (5) years following contract closeout or resolution of pending action (e.g., legal, audit, etc.) whichever is l ater.
CONTRACT LAW (Legal Dictionary of Contracts)
That body of law which regulates the formation and enforcement of contracts.
CONTRACT MANAGER (Legal Dictionary of Contracts)
The employee designated by the contract signer to serve as the primary point of contact, who is responsib le for the success of the contract.
CONTRACT NUMBER (Legal Dictionary of Contracts)
A unique number assigned to each contract.
CONTRACT RENEWALS (Legal Dictionary of Contracts)
Contracts for commodities or contractual services may be renewed. Renewal of a contract shall be by mutual consent in writing and shall be subject to the same terms and conditions set forth in the initial contract.
CONTRACT SIGNER (Legal Dictionary of Contracts)
An individual authorized by a party to a contract to bind that entity through signing a contract.
CONTRACT TERMS (Legal Dictionary of Contracts)
Conditions, obligations, rights, price, etc., as specified in a contract.
CONTRACT YEAR (Legal Dictionary of Contracts)
An accounting period of twelve consecutive months based on the terms and agreements on the contract.
CONTRACTOR (Legal Dictionary of Contracts)
A person or entity that contracts to sell contractual services or commodities to another entity, also referred to as a “provider”.
CONTRACTUAL SERVICES (Legal Dictionary of Contracts)
The rendering by a contractor of its time and effort rather than the furnishing of specific commodities. The term applies only to those services rendered by individuals and firms who are independent contractors, and such servi ces may include, but are not limited to: evaluations, consultations, maintenance, accounting, security, management systems, management consulting, educational training programs, research and development studies or repo rts on the findings of consultants engaged thereunder, and professional, technical, and social services.
CONTRIBUTION (Legal Dictionary of Contracts)
The right of a person who has discharged a common liability to recover proportionate share from the other(s) that were so liable.
CORRECTIVE ACTION PLAN (Legal Dictionary of Contracts)
A wri tten plan developed by the provider that responds to findings of substantial deficiencies in contract compliance. Each deficiency is to be identified along with steps and time frames for correction.
CORRECTIVE ACTIONS (Legal Dictionary of Contracts)
Remedial revisions that the provider is required to make resulting from findings of a reviewing entity.
COST PRINCIPLES (Legal Dictionary of Contracts)
The explanation of contract pricing which includes provisions for allowable and unallowable costs.
COST REIMBURSEMENT (Legal Dictionary of Contracts)
Meth od of payment used when the contract payor reimburses the provider for actual expenditures incurred in accordance with a line item budget.
COUNTER OFFER (Legal Dictionary of Contracts)
A reply to an offer which is conditional.
COVENANT (Legal Dictionary of Contracts)
A written document in which signatories either commit themselves to do a certain thing, to not do a certain thing or in which they agree on a certain set of facts.
CREDITOR (Legal Dictionary of Contracts)
A person to whom money, goods or services are owed by the debtor.
DAMAGES (Legal Dictionary of Contracts)
Something, such as monetary compensation, that is awarded for a breach of contract.
DATA SECURITY (Legal Dictionary of Contracts)
The protection of information from unauthorized use, modification, destruction or disclosure.
DEBARMENT AND SUSPENSION, CERTIFICATION REGARDING (Legal Dictionary of Contracts)
Prohibition from contracting with a provider for $25,000 or more in federal moneys if a provider has bee n debarred, suspended, declared ineligible or voluntarily excluded from receiving federal funds. This prohibition is also tru e of providers who audit federal programs, regardless of the amount of federal moneys involved in their contracts. The Certification Regarding Debarment and Suspension form states that the provider is not ineligible to receive federal moneys.
DEBT (Legal Dictionary of Contracts)
An amount of money due and payable, from one person to another.
DEBTOR (Legal Dictionary of Contracts)
A person who owes money, goods or services to another, the latter being referred to as the creditor.
DECEIT (Legal Dictionary of Contracts)
Willful or reckless misrepresentation or concealment of material facts with an intent to mislead.
DECEPTIVE TRADE PRACTICE (Legal Dictionary of Contracts)
An intentional act or omission in the course of trade or commerce that has the tendency or capacity to mislead or create the likelihood of deception.
DEED (Legal Dictionary of Contracts)
A binding promise to do something or certifying a transaction which adheres to required legal rituals such as a seal or form of signature.
DEFAULT (Legal Dictionary of Contracts)
Failure to perform to contract terms and conditions.
DEFEASANCE (Legal Dictionary of Contracts)
A side-contract which contains a condition which, if realized, could defeat the main contract.
DELUSION (Legal Dictionary of Contracts)
A firm yet irrational belief and which may affect an individual’s capacity to contract.
DEPARTMENT (Legal Dictionary of Contracts)
Florida Department of Children and Families, unless otherwise stated.
DISCLAIMER (Legal Dictionary of Contracts)
A renunciation or refusal of rights or liability which might otherwise fall upon the person.
DISCOVERY SAMPLING (Legal Dictionary of Contracts)
A type of sampling used commonly by auditors. A sample is drawn to discover whether the records contain critical errors due to shortcomings in an entity’s i nternal control process.
DISPUTE (Legal Dictionary of Contracts)
A disagreement brought to the attention of the other party or parties to an agreement.
DURESS (Legal Dictionary of Contracts)
Where a person is prevented from acting (or not acting) according to their free will, by threats or force of another, it is said to be ‘under duress’.
E-COMMERCE (Legal Dictionary of Contracts)
The buying and sellling of goods and services on the internet.
EJUSDEM OR EIUSDEM GENERIS (Legal Dictionary of Contracts)
Of the same kind or nature.
EMPTIO OR EMTIO (Legal Dictionary of Contracts)
Latin for ‘purchase’ or referring to the contract in which something is bought.
ENTIRE AGREEMENT (Legal Dictionary of Contracts)
A clause that protects the contracting parties by declaring that the contract represents the complete and final agreement between the parties.
EQUITABLE FRAUD (Legal Dictionary of Contracts)
Conduct which, having regard to some special relationship between the two parties concerned, is an unconscionable thing for the one to do towards the other.
EQUITY (Legal Dictionary of Contracts)
A branch of English law which developed hundreds of years ago when litigants would go to the King and complain of harsh or inflexible rules of common law which prevented “justice” from prevailing.
ESCROW (Legal Dictionary of Contracts)
When the performance of something is outstanding and a third party holds onto money or a written document (such as shares or a deed) until a certain condition is met between the two contracting parties.
EVALUATION CRITERIA (Legal Dictionary of Contracts)
A list of questions used in a competitive solicitation to determine which potential vendors have submitted the winnin g proposal(s).
EXCEPTIO NON ADIMPLETI CONTRACTUS (Legal Dictionary of Contracts)
Latin: exception of a non-performed contract.
EXECUTED CONTRACT (Legal Dictionary of Contracts)
A contract that has been signed and dated by authorized representatives of all parties.
EXHIBIT (Legal Dictionary of Contracts)
An attachment to an Attachment I or any other contract attachment. The use of the word “exhibit” avoids confusion and allows for clearer referencing. All exhibits to an attachment must be referenced in that attachment.
EXPRESSIO UNIUS EST EXCLUSIO ALTERIUS (Legal Dictionary of Contracts)
Latin: the expression of one thing is the exclusion of the other.
EXTENSION (Legal Dictionary of Contracts)
An increase in the time allowed for the contract period, with or without an increase in the total dolla r amoun t, with an y increase to be based on the method and rate previously established in the contract.
F.O.B. (Legal Dictionary of Contracts)
Acronym for ‘free on board’; a contract whereby the seller of goods agrees to absorb the costs of delivering the goods to the purchaser’s transporter of choice.
FALSA DEMONSTRATIO NON NACET (Legal Dictionary of Contracts)
A wrong description of an item in a legal document (such as a will) will not necessarily void the gift if it can be determined from other facts.
FEDERAL FISCAL YEAR (Legal Dictionary of Contracts)
An accounting period of twelve consecutive months starting on October 1, and ending on the last day of September.
FEME COVERT (Legal Dictionary of Contracts)
French: a married woman.
FEME SOLE (Legal Dictionary of Contracts)
French: an unmarried woman.
FINDINGS (Legal Dictionary of Contracts)
Mate rial results and observations derived from the contract monitoring that identify the provider’s failure to comply with specific terms and conditions of the contract which relate to the provider’s servi ce delivery, ope rations and/or financial stability.
FIRST IN, FIRST OUT RULE (Legal Dictionary of Contracts)
Each withdrawal in an account, made without particulars, is presumed to be a return of all or part of the oldest deposit.
FISCAL YEAR (Legal Dictionary of Contracts)
An accounting period of twelve consecutive months ending on the last day of any month selected as a basis for auditing and reporting.
FIXED PRICE (Legal Dictionary of Contracts)
Meth od of payment used when the service provided can be broken down into unit cost (e.g., hours, client days, etc.), or a fixed fee (e.g., payment based on delivery of a complete service).
FORCE MAJEURE (Legal Dictionary of Contracts)
A clause in contracts that excuses a party from not performing their contractual obligations due to unforeseen events beyond their control.
FORMAL SOLICITATION (Legal Dictionary of Contracts)
A wri tten, competitive solicitation instrument requiring a public opening of responses to the solicitation at a specific time or date.
FORWARD CONTRACT (Legal Dictionary of Contracts)
An agreement to buy or sell a specified thing at a fixed price at some future date.
FRAUD (Legal Dictionary of Contracts)
Deceitful or deceptive conduct designed to manipulate another person to give something of value.
FREEDOM OF CONTRACT (Legal Dictionary of Contracts)
That men and women have the liberty of contracting as they see fit with the expectation that those contracts will be judicially enforced if necessary, subject only to public policy.
FRUSTRATION (Legal Dictionary of Contracts)
The inability to complete a contract because the object of it has been lost or fundamentally changed.
FUNDING PARTNERS (Legal Dictionary of Contracts)
Entities (either public or private) which have contractual arrangements with the same provider.
GIFT (Legal Dictionary of Contracts)
A transfer of property with nothing given in return.
GRAND-FATHER CLAUSE (Legal Dictionary of Contracts)
A provisions in law or a contract which exempts persons already engaging in the activity which the law or contract prohibits, from adverse results from the subsequent law or contract.
GUARANTEE OR GUARANTY (Legal Dictionary of Contracts)
A back-up debtor who steps in if the primary debtor defaults.
GUARANTOR (Legal Dictionary of Contracts)
A person who pledges payment or performance of a contract of another, but separately, as part of an independently contract with the obligee of the original contract.
GUARANTY (Legal Dictionary of Contracts)
Guaranty of loan is an agreement where one party guarantees a second party’s loan obligation to a third party.
HADLEY V BAXENDALE, RULE IN (Legal Dictionary of Contracts)
A rule of contract law which limits the defendant of a breach of contract case to damages which can reasonably be anticipated to flow from the breach.
IN TERROREM (Legal Dictionary of Contracts)
Latin: in terror, fright, threat or warning.
INCAPACITATED (Legal Dictionary of Contracts)
An individual who lacks the ability to meet essential requirements for physical health, safety, or self-care.
INCOMPETENCY (Legal Dictionary of Contracts)
An individual who has a significant risk of personal harm based upon an inability to adequately provide for nutrition, health, housing, or physical safety.
INDEMNITY (Legal Dictionary of Contracts)
Contract with a third-party to perform another’s obligations if called upon to do so by the third-party, whether the other has defaulted or not.
INDUCING BREACH OF CONTRACT (Legal Dictionary of Contracts)
An intentional, economic tort; knowingly and intentionally procuring the breach of a contract, without lawful justification, causing damage to another party to the contract.
INFORMAL SOLICITATION (Legal Dictionary of Contracts)
Either a written or oral quotation not requiring a public opening of responses to the solicitation at a specific time or date.
INITIAL SCREENING CRITE RIA (Legal Dictionary of Contracts)
A list of “fatal” or mandatory criteria used to screen replies to a formal solicitation to determine which potential vendors are responsive.
INNOMINATE TERMS (Legal Dictionary of Contracts)
An implied term of a contract which is neither classed as a condition or a warranty but somewhere in between; an intermediary or innominate term.
INSANITY (Legal Dictionary of Contracts)
Disorder which impairs the human mind and prevents distinguishing between actions that are right or wrong.
INSTRUCTIONS TO BIDDERS RESPONDING TO A SOLICITATION (Legal Dictionary of Contracts)
Specific instructions to parties responding to the solicitation describing the content, format, and manner of submission for their responses.
INTER PARTES (Legal Dictionary of Contracts)
Latin: between, among parties.
INTER SE (Legal Dictionary of Contracts)
Latin: as between or amongst themselves.
INTERLINEATION (Legal Dictionary of Contracts)
An addition of something to a document after it has been signed.
INTUITU PERSONAE (Legal Dictionary of Contracts)
Latin: Because of the person.
INURE (Legal Dictionary of Contracts)
To take effect, to result; to come into operation.
INVITATION TO TREAT (Legal Dictionary of Contracts)
An invitation to another person to make an offer to contract.
JOINT AND SEVERAL LIABILITY (Legal Dictionary of Contracts)
Liability of more than one person for which each person is liable to pay back the entire amount of a debt or damages.
JOINT MONITORING (Legal Dictionary of Contracts)
Administrative and programmatic oversight and review shared among funding partners.
LACHES (Legal Dictionary of Contracts)
An allegation that a legal right is stale under the circumstances and noi longer able to support enforcement.
LAISSEZ-FAIRE (Legal Dictionary of Contracts)
French: leave alone. A theory of contract law that persons ought to have freedom of contract with minimal state or judicial interference.
LEGALESE (Legal Dictionary of Contracts)
Legal terms combined in long-winded sentences, or varied or with permutations, with the initial design of legal or drafting precision but which otherwise add unnecessary complexity or inadvertently resulting in confusion.
LEX CAUSAE (Legal Dictionary of Contracts)
Latin; law of the cause.
LEX LOCI CONTRACTUS (Legal Dictionary of Contracts)
Latin: the law of the place where the contract is made.
LIABILITY (Legal Dictionary of Contracts)
A legal obligation, either due now or at some time in the future.
LICENSING (Legal Dictionary of Contracts)
As defined by subsection 120.52(10), F.S., the issuance, denial, renewal, revocation, suspension, ann ul ment, withdrawal, or amendment of license or imposition of terms for the exercise of a license.
LICENSING AGENCY (Legal Dictionary of Contracts)
As defined by subsection 435.02 (3), F.S., any state or county agency which grants licenses or registration permitting the operation of an employer or is itself an employer. When there is no state licensing agency or the county licensing agency chooses not to conduct employment screening, “licensing agency” means the Department of Children and Family Services.
LIQUIDATED DAMAGES (Legal Dictionary of Contracts)
Pre-determined damages.
LUNATIC (Legal Dictionary of Contracts)
An individual who, though once of sound mind, can no longer manage his person or his affairs.
MAILBOX RULE (Legal Dictionary of Contracts)
A contract law exception that makes a mailed acceptance of an offer valid as of posting.
MALA FIDES (Legal Dictionary of Contracts)
Latin: bad faith.
MANAGE RIAL DATA (Legal Dictionary of Contracts)
The provider’s internal budget, personnel, inventory, policies and procedural records.
MANNER OF SERVICE PROVISION (Legal Dictionary of Contracts)
A section of an Attachment I including outcome measures and performance standards for the contract. This section details the service tasks, staffing requirements, service location and equipment, deliverables, performance specifications, provider responsibilities, and contract funder responsibilities.
MATCH (Legal Dictionary of Contracts)
Refers to a specified percentage of program or project costs, cash or in-kind, that must be contributed by a grantee in order to be eligible for funding. This requirement may either be stated as a specified minimum percentage of total allowable costs or a maximum percentage of participation in such costs.
MEETING OF THE MINDS (Legal Dictionary of Contracts)
The fact of contracting parties arresting their thoughts on a common set of fundamental terms.
MEMORANDUM OF UNDERSTANDING (MOU) (Legal Dictionary of Contracts)
A document which generally is not intended to be legally binding but, if meeting the other criteria, can be, in law, a contract.
MERGER (Legal Dictionary of Contracts)
The absorption of one thing or legal right into another.
METHOD OF PAYMENT (Legal Dictionary of Contracts)
A section of an Attachment I specifying the total or maximum dollar amount of the contract, the manner in which contract costs will be displayed on invoices, the frequency with which invoices will be submitted, and any special conditions pertaining to payment of contract invoices.
MINOR ERRORS (Legal Dictionary of Contracts)
Unintentional and non-systematic mistakes that do not result in reduced or substandard program service nor are fraudulent transactions. Minor errors can be readily adjusted without the need of a corrective actio n plan or penaltie s.
MINORITY BUSINESS ENTERPRISE (Legal Dictionary of Contracts)
Any small business enterprise which is organized to engage in commercial transactions and which is at least 51 percent owned and controlled by minority persons who are members of an insular group that is of a particular racial, ethnic, or gender makeup or national origin, which has been subjected historically to disparate treatme nt d ue to identification in and with that group resulting in an underrepresentation of commercial enterprises under the g roup’s control, and whose management and daily…(more)
MISREPRESENTATION (Legal Dictionary of Contracts)
A false and material statement which induces a party to enter into a contract.
MISTAKE (Legal Dictionary of Contracts)
A fundamental error going to the root of a purported contract.
MITIGATION OF DAMAGES (Legal Dictionary of Contracts)
The obligation upon a person who sues another for damages, to minimize – mitigate – those damages, as far as reasonable.
MONITORING (Legal Dictionary of Contracts)
The acquisition, review, and reporting of information about the provider’s compliance with the terms and conditions of a contract.
MOU (Legal Dictionary of Contracts)
Abbreviation of Memorandum of Understanding. A document intended to become a contract but which, if meeting other criteria, can be recognized, in law, as a contract.
MULTIPLE YEAR CONTRACTS (Legal Dictionary of Contracts)
One contract which covers more than twelve months.
MUTILATION (Legal Dictionary of Contracts)
To render a thing imperfect by cutting off or destroying a part.
NATIONAL STANDARDS (Legal Dictionary of Contracts)
Criteria established by national accrediting organizations, (i.e., the Council on Accreditation, the Rehabilitation Accreditation Commission, the Joint Commission on Accreditation of Healthcare Organizations, the National Committee for Quality Assurance and the Utilization Review Accreditation Commission) to evaluate organizational and service delivery quality.
NECESSARIES OF LIFE (Legal Dictionary of Contracts)
A product or service sold or provided to an individual not legally competent, which are useful to his or her comfort or convenience taking into account the age and condition of the individual.
NON COMPOS MENTIS (Legal Dictionary of Contracts)
Latin: Not of sound mind.
NON EST FACTUM (Legal Dictionary of Contracts)
Latin for not his deed and a special defense in contract law to allow a person to avoid having to respect a contract that she or he signed because of certain reasons such as a mistake as to the kind of contract.
NOSCITUR A SOCIIS (Legal Dictionary of Contracts)
Latin: that the meaning of a word may be known from accompanying words.
NOTICE OF INTENT TO SUBMIT PROPOSAL (Legal Dictionary of Contracts)
A response from a prospective bidder indicating interest in a formal solicitation.
NOVATION (Legal Dictionary of Contracts)
Substitute a new debt for an old debt, canceling the old debt.
NUDUM PACTUM (Legal Dictionary of Contracts)
Latin: an empty pact; a contract for which there is no consideration.
OBLIGATIONS (Legal Dictionary of Contracts)
A legal requirement established by law, contract or as a result of unlawful harm caused to the person or property of another.
OBLIGEE (Legal Dictionary of Contracts)
The person who is to receive the benefit of someone else’s obligation.
OBLIGOR (Legal Dictionary of Contracts)
A person who is contractually or legally, committed or obliged, to providing something to another person (the obligee).
OFFER (Legal Dictionary of Contracts)
The offer is a promise to carry out the terms of the proposed transaction, in exchange for the consideration.
OFFEROR (Legal Dictionary of Contracts)
An individual, organization, or entity submitting a competitive proposal to a formal solicitation.
OFFERORS’ CONFERENCE (Legal Dictionary of Contracts)
A meeting held by a procuring agency with interested bidders to answer questions concerning a formal solicitation.
OPEN-ENDED AGREEMENT (Legal Dictionary of Contracts)
A contract silent as to an essential term left either to the discretion of one of the contracting parties, or in making the duration of the contract indefinite.
PACTA SUNT SERVANDA (Legal Dictionary of Contracts)
Latin: agreements must be kept.
PARI DELICTO (Legal Dictionary of Contracts)
Latin: of equal fault.
PAROL EVIDENCE RULE (Legal Dictionary of Contracts)
Verbal evidence is inadmissible to vary or contradict the terms of a written agreement.
PERFORMANCE BASED CONTRACT (Legal Dictionary of Contracts)
A contract which contains quantitative or qualitative indicators (performance measures) used to assess a provider’s performance against a specified level of performance of an output or outcome (performance standard). Examples of performance measures include: improved scores on achievement tests, increased level of function or ability, increased quality of water, and reduced requirements for subsequent services. Examples of performance standards include: a target number of clients to be served (output),…(more)
PERFORMANCE BOND (Legal Dictionary of Contracts)
A contract wherein a third-party, in exchange for a fee, secures another’s fulfillment of a contract or performance of a duty.
PERFORMANCE SPECIFICATION (Legal Dictionary of Contracts)
The section of an Attachment I that specifies the performance standards, definiitions of performance me asurement terms, and information about evaluating each performance measure.
PERFORMANCE STANDARDS (Legal Dictionary of Contracts)
Quantitative statements that specify the level of accomplishment of an outcome or output measure conta ine d in the Attachment I.
PERSONAL SERVICES CONTRACT (Legal Dictionary of Contracts)
A contract in which the skills or talents of a party are material.
POLLICITATION (Legal Dictionary of Contracts)
Civil law: an offer which has not been accepted.
POPULATION (Legal Dictionary of Contracts)
The aggregate of all individuals, entities, or instances that conform to a designated set of specificati ons.
POSTAL RULE (Legal Dictionary of Contracts)
A rule of contract law that makes an exception to the general rule that an acceptance is only created when communicated directly to the offeror.
POTESTATIVE CONDITION (Legal Dictionary of Contracts)
A condition made in a contract the fulfillment of which is entirely in the control of one of the parties to the contract.
PRIMARY POINT OF CONTACT (Legal Dictionary of Contracts)
For the funder, the individual wh o is responsible for enforcing the performance of the contract terms and conditions and serving as liaison with the contractor. The provider’s primary point of contact is the employee delegated to serve as the provider’s representative and liaison to the contract funder.
PRIVATE LAW (Legal Dictionary of Contracts)
Law which regulates the relationships between individuals.
PRIVITY OF CONTRACT (Legal Dictionary of Contracts)
A doctrine of contract law that prevents any person from seeking the enforcement of a contract, or suing on its terms, unless they are a party to that contract.
PROCUREMENT (Legal Dictionary of Contracts)
The acquisition of goods or services in exchange for money.
PROGRAMMATIC MONITORING (Legal Dictionary of Contracts)
The review, evaluation and validation of the provider’s actual program performance against the specific program goals and expected outcomes required by the contract.
PROMISEE (Legal Dictionary of Contracts)
A person whom is to be the beneficiary of a promise, an obligation or a contract.
PROMISOR (Legal Dictionary of Contracts)
The person who has become obliged through a promise (usually expressed in a contract) towards another.
PROMISSORY ESTOPPEL (Legal Dictionary of Contracts)
A promise made to another party to a contract that the contract will not be enforced in whole or in part and which, once acted upon, prevents subsequent proceedings to enforce the contract as against the person who relied on the promise.
PROPERTY (Legal Dictionary of Contracts)
A comprehensive collection of legal rights over a thing.
PROSPECTUS (Legal Dictionary of Contracts)
A document in which a corporation sets out the material details of a share or bond issue and inviting the public to invest by purchasing these financial instruments.
PROTEST (Legal Dictionary of Contracts)
An objection by any person or firm who has, or considers they have, been adversely affected by a decision or intended decision concerning a bid solicitation, or by a notice of contract award.
PROTOCOL (Legal Dictionary of Contracts)
International agreements of a less formal nature than a treaty and which amends, supplements or clarifies a treaty.
PROVIDER (Legal Dictionary of Contracts)
An organization or individual providing services or materials in accordance with the terms of a contract. Also referred to as “contractor.”
PROVIDER’S FISCAL YEAR (Legal Dictionary of Contracts)
An accounting period of twelve consecutive months selected by a provider as a basis for a udi ting.
PUBLIC ENTITY CRIME (Legal Dictionary of Contracts)
A violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or with the United States, including, but not limited to, any bid or contract for goods or services, any lease for real property, or any contract for the construction or repair of a public building or public work, involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation. [10-22.-3(4), F.A.C.]
PUBLIC POLICY (Legal Dictionary of Contracts)
Certain acts or contracts are said to be against public policy if they tend to promote breach of the law, of the policy behind a law or tend to harm the state or its citizens.
PURCHASE ORDER (Legal Dictionary of Contracts)
A purchasing document to formalize a purchase transaction executed with a vendor.
QUALITY ASSURANCE (Legal Dictionary of Contracts)
A process by which an entity reviews the effectiveness and the quality of its service provisions and deliveries.
QUANTUM MERUIT (Legal Dictionary of Contracts)
Latin: as much as is deserved.
QUASI-CONTRACT (Legal Dictionary of Contracts)
Civil law: a contract implied and imposed by law resulting from certain actions of a person.
QUID PRO QUO (Legal Dictionary of Contracts)
Latin: something for something.
RANDOM SAMPLE (Legal Dictionary of Contracts)
A subset of the population selected by a method in which each unit in the population has an equal cha nce o f be ing chosen.
RATE CONTRACT (Legal Dictionary of Contracts)
A contract that establishes a rate of payment for a specified unit of service.
RATIFICATION (Legal Dictionary of Contracts)
The act by a principal, after the agent has acted, confirming that what the agent may have done without authority, is binding on the principal.
RECITALS (Legal Dictionary of Contracts)
Introductory paragraphs of a contract that describe the nature of the contract and why each party has elected to enter into the agreement.
RECORD SAMPLING (Legal Dictionary of Contracts)
Selection and evaluation of a limited number of records to validate a provider’s compliance with the terms and conditions of a contract.
RECORDS RETENTION (Legal Dictionary of Contracts)
The requirement to keep all client records, financial records, supporting documents, sta tistical reco rds, and an y o ther documents (including electronic storage media) pertinent to the contract for a period of five (5) years after termination of the contract, or if an audit has been initiated and audit findings have not been resolved at the end of five (5) years, the records shall be retained until resolution of the audit findings or any litigation which may be based on the terms of the contract.
RECOUPMENT (Legal Dictionary of Contracts)
A rebate of a debt or claim because of a right of the debtor arising out of the same transaction.
REMEDY (Legal Dictionary of Contracts)
Remedial judicial action to right a wrong or to prevent a infringement upon a legal right.
RENEWAL (Legal Dictionary of Contracts)
Contracting for the same services with the same provider for an additional contract period after the initial contract period.
REQUEST FOR PROPO SALS (RFP) (Legal Dictionary of Contracts)
RFP is a written solicitation for competitive sealed proposals with the title, date, and hour of the public opening designated. RFPs include a statement of the services sought, contractual terms and conditions applicable to the services, proposal evaluation criteria, and specific instructions for submitting proposals.
RESCIND (Legal Dictionary of Contracts)
To abrogate or cancel a contract putting the parties in the same position they would have been in had there been no contract.
RESTITUTIO IN INTEGRUM (Legal Dictionary of Contracts)
Latin: restitution to the original position.
RESTRICTIVE COVENANT (Legal Dictionary of Contracts)
A contract in which a party agrees to be restricted in some regards as to future conduct.
RIGHT OF FIRST REFUSAL (Legal Dictionary of Contracts)
A right given to a person to be the first person allowed to purchase a certain object if it is ever offered for sale.
SALE (Legal Dictionary of Contracts)
The exchange of goods or services for consideration.
SATISFACTION GUARANTEED (Legal Dictionary of Contracts)
A term in a sales or services contract in which the seller defers to the buyer the sole and unilateral discretion as to whether or not the goods or services tendered are acceptable. In the event the price is not paid, no cause of action exists unless the buyer acting in good faith is satisfied, no matter how good the goods or services are in terms of quality.
SCOTT V AVERY CLAUSE (Legal Dictionary of Contracts)
A contract between two parties that they will submit any dispute between them to arbitration before taking any court action.
SEAL (Legal Dictionary of Contracts)
A waxed impression proving authenticity of a document.
SEQUESTRATION (Legal Dictionary of Contracts)
The taking of someones property, voluntarily (by deposit) or involuntarily (by seizure), by court officers or into the possession of a third party, awaiting the outcome of a trial in which ownership of that property is at issue.
SERVICES TO BE PROVIDED (Legal Dictionary of Contracts)
A section of the Attachment I which provides a detailed expression of the services to be provided.
SETTLEMENT (Legal Dictionary of Contracts)
An agreement, or the document which articulates the agreement, which sets or resolves rights.
SHERMAN ANTITRUST ACT (Legal Dictionary of Contracts)
American federal statutes that defines and prohibits contracts or conspiracies which are designed to restrain trade.
SINGLE SOURCE PROCUREMENT (Legal Dictionary of Contracts)
The purchase of a contractual service that is available from only one source.
SMALL BUSINESS (Legal Dictionary of Contracts)
An independently owned and operated business concern that employs 200 or fewer permanent full-time employees and that, together with its affiliates, has a net worth of not more than $5 million orany firm based in this state which has a Small Business Administration 8(a) certification. As applicable to sole proprietorships, the $5 million net worth shall include both personal and business investments. [subsection 288.703(1), F.S.]
SOLICITATION DOCUMENT (Legal Dictionary of Contracts)
A written, competitive procurement instrument.
SOLICITATION OPE NING CLERK (Legal Dictionary of Contracts)
The individual charged with the responsibility of receiving, logging, and opening solicitation documents.
SPECIAL PROVISIONS (Legal Dictionary of Contracts)
A section of the Attachment I containing any special requirements not covered elsewhere in the contract.
SPECIFIC PERFORMANCE (Legal Dictionary of Contracts)
A remedy in the event of breach of contract, whereby the Court orders a party found in breach of his/her contractual obligations to perform their specific duty as set out in the contract.
STARR (Legal Dictionary of Contracts)
Medieval English law term for legal transactions involving a Jewish person.
STATE FISCAL YEAR (SFY) (Legal Dictionary of Contracts)
For Florida, an accounting period of twelve consecutive months starting of July 1, and ending on the last day of June.
STATEMENT OF NEED (Legal Dictionary of Contracts)
A narrative describing the circumstances which contribute to the necessity for the project to exist.
STATEMENT OF PURPOSE (Legal Dictionary of Contracts)
A narrative relating to the Statement of Need describing what the project must accomplish.
STATEMENT OF WORK (Legal Dictionary of Contracts)
A narrative describing what services are to be provided, how the services are to be provided, measurable objectives, products to be delivered, and schedules of performance.
STATUTE OF FRAUDS (Legal Dictionary of Contracts)
A statute that set a minimum standard for enforceable contracts, usually requiring at a minimum something in writing or the actual exchange of reciprocal obligations, at least in part.
STATUTES (Legal Dictionary of Contracts)
The written laws approved by legislatures, parliaments or elected or appointed houses of assembly.
SUBCONTRACT (Legal Dictionary of Contracts)
A written contract between a contracted provider and another entity to deliver program services included within the provider’s contract with its funder.
SUBROGATION (Legal Dictionary of Contracts)
The substitution of one person to the rights of another.
SURETY (Legal Dictionary of Contracts)
A person who promises to answer for the debt or performance of another.
SYNALLAGMATIC CONTRACT (Legal Dictionary of Contracts)
A civil law term for a reciprocal or bilateral contract: one in which both parties provide consideration.
TERM CONTRACT (Legal Dictionary of Contracts)
An indefinite quantity contract wherein a party agrees to furnish commodities or contractual services during a prescribed period of time, the expiration of which concludes the contract.
THIRD PARTY (Legal Dictionary of Contracts)
A person who is not privy to a contract or a party in a lawsuit.
TIME OF THE ESSENCE (Legal Dictionary of Contracts)
A contractual term requiring performance within a specified time.
TIME-BAR CLAUSE (Legal Dictionary of Contracts)
A clause in a contract which sets a strict deadline within which either party may bring a dispute to either a court or to arbitration.
TORT (Legal Dictionary of Contracts)
The body of the law which allows an injured person to obtain compensation from the person who caused the injury.
TRADE SECRETS (Legal Dictionary of Contracts)
The whole or any portion or phase of any formula, pattern, device, combination of devices, or compilation of information which is for use, or is used, in the operation of a business and which provides the business a n adva ntage, or an opportunity to obtain an advantage, over those who do not know or use i t.
TREATY (Legal Dictionary of Contracts)
A formal agreement between two states signed by official representatives of each state.
TROVER (Legal Dictionary of Contracts)
An old English and common law legal proceeding against a person who had found someone else�s property and has converted that property to their own purposes.
UBERRIMAE FIDEI (Legal Dictionary of Contracts)
Latin: of the utmost good faith.
UNALLOWABLE EXPENDITURES (Legal Dictionary of Contracts)
Expenses that are not included in the contractual agreement and, therefore, are deemed inappropriate for payment.
UNCONSCIONABLE (Legal Dictionary of Contracts)
A bargain or contract which is clearly unfair, exorbitant, harsh, contrary to common sense or good conscience.
UNDER PROTEST (Legal Dictionary of Contracts)
A qualification made to a legal action taken by a person that the action is contrary to the intent or desire of the person making the protest.
UNDUE INFLUENCE (Legal Dictionary of Contracts)
The unconscientious use by one person of his/her power over another in order to induce the other to compromise a property right.
UNSCHEDULED VISITS (Legal Dictionary of Contracts)
On-site monitoring visits that are not pre-arranged with the provider.
UT RES MAGIS VALEAT QUAM PEREAT (Legal Dictionary of Contracts)
Latin: It is better for a thing to have effect than to be made void.
VENDOR (Legal Dictionary of Contracts)
A person who sells or offers to sell commodities or contractual services.
VERBA FORTIUS ACCIPIUNTUR CONTRA PROFERENTEM (Legal Dictionary of Contracts)
Latin: a contract is interpreted against the person who wrote it.
VINCULUM JURIS (Legal Dictionary of Contracts)
Latin: a legal bound.
VOID OR VOID AB INITIO (Legal Dictionary of Contracts)
Not legally binding. A document that is void is useless and worthless; as if it did not exist.
VOIDABLE (Legal Dictionary of Contracts)
A legal entitlement, such as a contract, that is extinguishable at the option of a party.
WAGER OF LAW (Legal Dictionary of Contracts)
An ancient English law defence to a claim of contractual debt.
WAIVER (Legal Dictionary of Contracts)
An intentional relinquishment or abandonment of a known right or privilege.
WARRANTY (Legal Dictionary of Contracts)
A guarantee given on the performance of a product or the doing of a certain thing.

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