Contract Glossary

A provision that restricts one or both parties from entering into similar agreements with third parties during the contract term. Exclusivity can apply to geographic areas, product categories, or client types. It may be mutual (both parties restricted) or unilateral (only one party restricted).

A pre-agreed financial consequence for breach, delay, or non-performance. Under Argentine law (Civil and Commercial Code, Art. 790–803), penalty clauses function as liquidated damages and may replace or supplement actual damages. They can be triggered automatically without proof of actual harm.

A provision allowing one or both parties to end the contract before the agreed expiration date. Early termination clauses specify the conditions that trigger the right to exit, required notice periods, and any financial consequences (indemnification, return of advances, penalty payments).

Specifies which court or tribunal has authority to resolve disputes arising from the contract. In Argentina, jurisdiction clauses in commercial contracts are generally enforceable. Parties can agree to federal courts, provincial courts, or arbitration. The clause may also specify the applicable substantive law.

The conditions governing when, how, and in what currency payment is due. Payment terms include the payment deadline (e.g., 30, 60, or 90 days from invoice), accepted payment methods, currency specifications, and consequences for late payment (interest, suspension of services).

A provision that extends the contract for an additional term automatically if neither party provides notice of termination within a specified window before expiration. Automatic renewal clauses are common in service, software, and distribution agreements.

A clause that caps the maximum financial exposure of one or both parties in the event of a breach or claim. Caps are often expressed as a multiple of fees paid, a fixed amount, or limited to direct damages only (excluding consequential or indirect losses).

An obligation to keep specified information secret and not disclose it to third parties. Confidentiality clauses define what information is protected, the duration of the obligation (which may extend beyond contract termination), permitted disclosures, and consequences for breach.

A provision transferring ownership of intellectual property created during the contract to the client or counterparty. In the absence of an explicit assignment clause, the creator typically retains IP rights under Argentine law. Assignment clauses may cover software, designs, written content, inventions, and other creative work.

A restriction prohibiting a party from engaging in competitive activities during or after the contract term. Non-compete clauses in commercial contracts (distinct from employment) must be reasonable in scope, duration, and geographic area to be enforceable under Argentine law.

A clause excusing performance when extraordinary events beyond a party's control make it impossible or impractical. Argentine law (Civil and Commercial Code, Art. 1730) recognizes force majeure, but contract clauses may expand or restrict the statutory definition. Events typically listed include natural disasters, war, government actions, and pandemics.

Under Argentine law, these are distinct concepts. Rescission (rescisión) ends the contract prospectively, leaving prior performance intact. Resolution (resolución) ends the contract retroactively, obligating parties to restore what was exchanged. Understanding which mechanism applies affects your financial exposure when a contract ends.