What Does “Shall” Mean in a Contract?
A mandatory term indicating an obligation or requirement - the party "shall" do something means they must do it.
Detailed Explanation
"Shall" is the strongest obligation word in contracts. When a contract says you "shall" do something, it's a binding requirement, not a suggestion. Failure to perform a "shall" obligation typically constitutes a breach of contract.
Contrast this with "may" (permission), "will" (sometimes used like shall, sometimes for future events), and "should" (recommendation). In well-drafted contracts, "shall" is reserved for mandatory obligations.
Example in a Contract
“Contractor shall deliver all completed work product to Company no later than the fifteenth day of each month. Contractor shall maintain professional liability insurance throughout the term of this Agreement.”
Why It Matters
Every "shall" is a promise you're making. Count them, understand them, and make sure you can actually fulfill them. Failing to perform a "shall" obligation can result in breach claims and damages.
Related Terms
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