--- name: defined-terms-check description: >- Audit a contract's defined terms against the whole document: terms defined but never used, contractual terms used but never defined, terms used before they are defined, and uses that conflict with the definition. Checks every exhibit, schedule and annex, and checks the plural, possessive and acronym forms before calling anything undefined. Use before signing or sending a draft, or when a definitions section has been edited and nobody has re-read the operative clauses. --- # Defined-term check **Definitions drift because they are edited in one place and used in forty.** A term gets renamed in the definitions section, a schedule is bolted on from another deal, a defined term gets used in a recital written before the definition existed. None of it is visible while reading for meaning. ## Read the whole document first **Every exhibit, schedule, annex and appendix is part of the contract.** A term defined in the body and used only in Schedule 3 is used. A term defined in an exhibit governs the body. **Read it all before reaching any conclusion.** If the document is too large to hold at once, work through it in order and track which parts you have covered. **Stopping early is the single largest cause of missed findings**, and a handful of search results is not the document. ## What you are looking for 1. Terms **defined but apparently never used**. 2. Contractual terms **used but never defined**. 3. Terms **used before their definition appears**. 4. **Uses inconsistent** with the applicable definition. ## Recognizing a definition Use context rather than capitalization or a fixed list of markers. Definitions arrive as: - A definitions section. - Inline definitions in the operative text. - Parentheticals, such as `Alpha Corporation ("Seller")`. - Definitions introduced by cross-reference to another agreement. - Singular, plural and possessive forms of a term already defined. - Acronyms and aliases. - Individual and collective forms, such as a Party against the Parties. **A parenthetical label is defined at the point where it appears**, so a use earlier in the document is a use-before-definition. ## Before you call anything undefined **Search for the term as written, then search for its plausible canonical forms.** A plural, possessive, acronym, alias, individual or collective variant of a defined term is not undefined. **A search that comes back empty is not evidence of absence.** Semantic search misses. A snippet you retrieved does not contain the whole document. If you cannot find a definition, say you could not find one rather than asserting there is none. If you do find the definition, do not report the term as undefined. Instead decide whether the use in question comes before the definition, or conflicts materially with it. ## Unused definitions Before treating a definition as unused, check for uses as: - Singular, plural and possessive forms. - Acronyms and aliases. - Individual and collective variants. - Uses in the exhibits, schedules, annexes and appendices. - Uses inside other operative definitions. - Uses as part of a longer defined phrase. - Uses differing only in punctuation or ordinary grammar. **These do not count as a later substantive use:** - The defining occurrence itself. - A definitions index. - A table of contents. - A heading. - A cross-reference that merely lists the definition without using the term. **Report an unused definition only after a complete-document check**, not after a search. ## Terms used but not defined, or used inconsistently A use is **materially inconsistent** when it refers to something outside the definition, conflicts with a condition or limitation the definition states, uses the wrong defined concept, gives the term a materially different meaning, or applies an individual term where only a collective term fits. **Never report these as undefined contractual terms:** - Proper names. - Company and party names. - Statutes, regulations, courts and government bodies. - Document titles. - Headings. - Section, article, exhibit, schedule and annex labels. - Words capitalized only because they begin a sentence. - Ordinary capitalization not functioning as a contractual term. - Harmless differences of singular, plural, possessive or ordinary grammar. ## Choosing a correction **Suggest an edit only where the document itself supports a specific one.** Depending on context that may be to remove a genuinely unused definition, replace an undefined term with the correct existing defined term, change capitalization where the text is using an ordinary word, add a definition where the document clearly uses a contractual term it never defines, move or revise language so a term is not used before it is defined, or correct a use that conflicts with its definition. **Do not invent a definition merely because a word is capitalized.** Preserve the drafting style and make the smallest change that fixes the problem. ## Completeness, which is where this check usually fails **Every rule above about what NOT to report is a guard against a false positive, and together they push hard toward saying nothing.** A check that reports three findings in a sixty-page contract has usually not been careful, it has been silent. Both failures are real and only one of them looks like rigor. So before you write anything up: - Work through the full inventory of defined terms rather than the ones that caught your eye. - Check each of the four problem types across the whole document, including the schedules. - If a term is in the inventory and you did not evaluate it, evaluate it now. Then report **every** problem the document supports, and for each one either give the correction or say why you are not giving one. ## What to hand back Counts first, then findings grouped by the four problem types. For each: the term, where it is defined if it is, where the problematic use is, and the correction or the reason there is none. **Say which parts of the document you read.** If you did not reach the end, say so plainly rather than implying full coverage. Do not pad it into a long report. A defined-term audit is a list of specific problems with specific locations, and prose around them makes it harder to act on, not easier.