What Does “May” Mean in a Contract?
A permissive term indicating that a party has the right or option to do something, but is not required to.
Detailed Explanation
"May" grants permission without creating obligation. "Company may audit Contractor's records" means the Company has the right to audit but doesn't have to. Contractor can't prevent the audit, but Company isn't required to conduct one.
Be careful with "may" - while it's permissive for the party with the right, it often creates a corresponding obligation for the other party to allow or accommodate the action.
Example in a Contract
“Company may, at its sole discretion, extend the deadline for deliverables by providing written notice to Contractor. Such extension may be for any period Company deems appropriate.”
Why It Matters
"May" rights are options, not obligations. But understand that the other party's "may" is often your "must allow." If they "may audit," you must give them access if they choose to exercise that right.
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