CLM glossary

Your guide to key terms and definitions in contract lifecycle management (CLM)

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    A

    Addendum

    An addendum is a supplementary document used to add or modify specific terms, conditions, or details without rewriting the existing contract.

    Adhesion contract

    An adhesion contract is a standard form of contract with boilerplate terms and conditions set by one of the parties, without modifications from the signatory. Also known as "take it or leave it" contracts, they are generally made by business owners and signed by consumers.

    Advanced Electronic Signature (AES)

    AES is the second level of electronic signature defined in the eIDAS that requires a unique link to the signer and authentication using government-issued IDs. They are the preferred method of signing for high-value documents.

    Agreement

    An agreement contains the legally binding terms and conditions guidelines agreed upon by two or more parties.

    AI model

    An Artificial Intelligence (AI) model is trained to analyze data, form predictions, and make decisions. In CLM, AI models can analyze data from contracts and be used to assess risks.

    Amendment

    An amendment is the mutually agreed upon modifications to the contract by either party after its execution, without rewriting the rest of the contract.

    Automated workflows

    Automated workflows streamline tasks, approvals, signing, and more without the need for human intervention.

    B

    Bilateral contract

    A bilateral contract is a legally binding document between two or more parties who commit to specific promises. Each of the involved parties is obligated to carry out their side of the bargain.

    Bill of sale

    A bill of sale is a legal document that legally transfers ownership. It's used in selling, exchanging, giving, and mortgaging goods from one party to another (usually the business to the consumer).

    Breach of contract

    A breach of contract happens when one or more of the involved parties refuses to or is unable to comply with the terms or obligations that are legally binding, as stated in the contract.

    Buy-side contract

    A buy-side contract is the agreement from the buyer's perspective to acquire goods or services in exchange for something of value, generally money.

    C

    Clause management

    Clause management includes the categorization, organization, and maintenance of contract clauses to ensure consistency, version control, and accessibility.

    Consideration

    Consideration in contracts involves an exchange or transfer of goods or promises of value between the two parties in a contract. This involves but is not limited to money, property, services, or a promise not to do something.

    Contract

    A contract is a compliant, legally binding agreement between two or more consenting parties with mutually agreed upon terms to perform or not perform a certain action.

    Contract automation

    Contract automation involves using software to automate workflows, streamlining the steps involved in a contract's lifecycle without the need for manual intervention.

    Contract drafting

    Contract drafting is the process of creating an initial version of the contract that clearly states the terms and conditions, obligations, or promises that the involved parties will agree upon.

    Contract execution

    Contract execution involves the process of making a document legally binding with signatures from the involved parties, stating consent to fulfill legal obligations.

    Contract Lifecycle Management (CLM) software

    Contract lifecycle management software, or CLM software, is a digital platform that streamlines all the processes involved in a contract's lifecycle: drafting, managing, editing, storing, tracking, collaborating, executing, and so on.

    Contract risk management

    Contract risk management involves identifying, assessing, addressing, and resolving the risks associated with contracts.

    Contract versioning

    Contract versioning is the process of tracking and managing all revisions made to the initial draft throughout the negotiation and review process.

    Cost-plus contract

    A cost-plus (or cost-reimbursement) contract entitles contractors to recover project expenses in the form of an additional fee.

    D

    Data migration

    Data migration refers to the transfer of contract-related information to a CLM system. It can involve digitizing physical contract files or moving data from one system to another.

    Digital contract

    A digital contract is an agreement that is drafted, edited, signed, managed, and stored in an electronic system, as opposed to traditional paper-based methods. They often require contract lifecycle management software and digital signature platforms.

    Digital signature

    A digital signature is a legally compliant, electronic substitute for a traditional wet signature. It is a key part of the contract management lifecycle, making the process quicker, more secure, and more efficient.

    Dispute resolution

    Dispute resolution involves negotiation, mediation, or other methods to sort out disputes when parties disagree on the contract terms.

    Duration of confidentiality

    Duration of confidentiality refers to the agreed-upon timeframe during which the sensitive data in a contract must be kept private.

    E

    Electronic contract

    An electronic contract (e-contract) is a legally binding, digital document created and signed by the involved parties. An e-contract holds the same legal value as traditional contracts.

    Electronic signature

    An electronic signature (e-signature) is the digital equivalent of a wet signature. They are created on electronic signature platforms to automate and accelerate the contract management process.

    Electronic signature software

    Electronic signature software (also called e-sign software) is a platform for secure and legal digital signing. Using e-signature software in a contract lifecycle management system helps automate and streamline the signing workflow.

    Employment agreement

    An employment agreement (or contract of employment) is a legally binding contract between an employer and an employee that clearly states the terms of employment, company policies, responsibilities, compensation, benefits, etc.

    Enterprise service agreement

    An enterprise service agreement (ESA) or enterprise license agreement (ELA) is a contract that gives a customer unlimited access to a vendor's product for a certain, fixed period of time.

    Escrow agreement

    An escrow agreement involves a neutral third-party, called an escrow agent, who holds assets, documents, or money in escrow until certain contractual conditions are met.

    Express contract

    An express contract is an agreement with explicit terms and obligations, stated by the parties either verbally or in writing.

    Express warranty

    An express warranty is a legally binding promise by a seller to replace or repair the product for no extra charge within the specified time period. These warranties are often included in a written contract, making it easy to manage, track, and enforce through a CLM solution.

    F

    Fixed-price contract

    A fixed-price contract predetermines the prices for goods and services that remain unchanged, irrespective of the seller's incurred costs. It clearly establishes the terms between the buyer and the seller.

    Force majeure

    Force majeure is a contract clause that frees the involved parties from their contractual obligations when unexpected events—such as natural disasters—prevent them from fulfilling the agreement.

    Forum selection clause

    A forum selection clause is a section in a contractual agreement that allows involved parties to select a specific jurisdiction or court to resolve any related disputes.

    Franchise agreement

    A franchise agreement is a legally binding document that states the terms, conditions, and obligations for the franchiser and franchisee, helping both parties clearly understand their rights.

    G

    General business contract

    A general business contract is a legally binding agreement that defines the internal terms and conditions for managing a company's daily operations.

    I

    Identity provider (IdP)

    An identity provider (IdP) is a system used in the contract management process to create, store, and authenticate user identities. They help organizations ensure that only authorized users can access sensitive information.

    Implied warranty

    An implied warranty is an unwritten legal guarantee that a product will function as expected for a certain duration of time.

    Inbound agreement

    An inbound agreement is a legal contract that allows use of a licensor's intellectual property (IP), goods, or services.

    Influencer agreement

    An influencer agreement is a legally binding document between an influencer and a brand that states the scope of work, the nature of the collaboration, terms of payment, etc.

    Intent

    Intent refers to the purpose of a contract. This step in the CLM process involves the letter of intent (LOI), which is a basic outline of the contract that is not legally binding.

    J

    Joint venture agreement

    A joint venture agreement establishes the obligations, terms, rights, and responsibilities when two or more businesses enter a partnership, whether temporarily or long-term.

    L

    Lease agreement

    A lease agreement is a legally binding document between a landlord and the tenant that states the terms and conditions of the lease, including the rent, the duration of the lease, the obligations of the involved parties, etc.

    Legacy contracts

    Legacy contracts are active or inactive agreements that have not yet been migrated to the CLM system.

    Legal

    The term "legal" in contract lifecycle management refers to compliance with industry standards and applicable laws throughout the entire contracting process, from drafting to executing.

    Letter of Intent

    A letter of intent (LOI) is a non-binding document made by the involved parties stating the terms, intention, type, and purpose of the proposed contract.

    Levels of electronic signatures

    Under the eIDAS regulation, electronic signatures are categorized into three levels that increase in security: simple, advanced, and qualified.

    Liability

    Liability refers to the legal responsibilities that parties assume when entering into a contract. They agree to the consequences of not meeting contract terms, such as damages and losses.

    License agreement

    A license agreement is a legally binding document that states the terms and conditions that the individual or organization must follow when using another party's intellectual property.

    Limitation of liability

    Limitation of liability (LOl) is an agreement clause that limits the amount or types of damages that the involved parties can claim from another in the case of a legal issue.

    M

    Monitoring and compliance

    In the contract lifecycle management process, monitoring and compliance ensure that all contract-related activities adhere to the applicable laws and industry standards through tracking and auditing.

    Mutual agreement

    A mutual agreement refers to the common, non-coercive, recorded consent of all the involved parties. This makes the contract legally binding.

    N

    Negotiation

    Negotiation involves the discussion of the terms between the involved parties to ensure that the contract is mutually agreeable and favorable.

    Negotiation agreement

    A negotiation agreement is the finalized contract with the mutually agreed-upon terms reached during the negotiation process.

    Non-compete agreement

    A non-compete agreement is a legally binding agreement between an employer and an employee that prevents the latter from working for a competitor or setting up a competitor business for a specified time period after leaving their employer.

    Non-Disclosure Agreement (NDA)

    A Non-Disclosure Agreement (NDA) is a legally-binding contract that protects and restricts the use of sensitive information shared or transferred between the involved parties.

    Non-solicitation agreement

    A non-solicitation agreement prevents a former employee from hiring prior coworkers or poaching clients from their former organization.

    O

    Order form

    An order form is a printed or digital document that tracks business transactions of goods or services between buyers and sellers.

    Outbound agreement

    An outbound agreement is a legally binding document between a company and a third party that grants rights to intellectual property, inventory, or trading partners.

    Outsourcing agreement

    An outsourcing agreement is a legally binding contract between an organization and a service provider for certain services that the organization is unable to perform in-house.

    P

    Parallel approvals

    Parallel approvals enable multiple people to sign a contract simultaneously. This speeds up the contract management process.

    Partnership agreement

    A partnership agreement is a legally binding document between those involved in a business partnership. It states their rights, responsibilities, obligations, and duties.

    Performance metrics

    Performance metrics are the standard of measurement or key performance indicators (KPIs) used to gauge the effectiveness, speed, and accuracy of the contract management lifecycle.

    Privacy policy

    A privacy policy is a legally binding document that states how a platform complies with data privacy laws while using, collecting, storing, and sharing an individual's data.

    Procurement contract

    A procurement contract is a legally binding document between a seller and a buyer that specifies the date, type, quality, quantity, and cost of goods or services.

    Promissory note

    A promissory note is a legally binding document that serves as a promise from one party to pay a specific amount of money on a set date.

    Purchase order (PO)

    Within a CLM system, a purchase order (PO) is a buyer's formal request to a seller to purchase goods or services.

    Purchasing contract

    A purchasing contract is a legally binding agreement made between a buyer and a seller that states their rights, requirements, obligations, and terms that oversee the transfer or procurement of goods and services.

    Q

    Qualified Electronic Signature (QES)

    A qualified electronic signature (QES) is the third level of electronic signature defined in the eIDAS. It is the legal equivalent of wet signature due to its stringent form of identity verification, which requires a qualified digital certificate from a qualified trust service provider (QTSP).

    R

    Reciprocal NDA

    In a reciprocal non-disclosure agreement, all the involved parties are legally obligated to keep each other's sensitive information private.

    Release of liability agreement

    A release of liability agreement, also called a waiver, is a legally binding agreement that protects a party from being held responsible for possible injuries or damages.

    Renewal of contract

    In a renewal of contract, an existing contract is extended beyond the specified expiration date so the involved parties can continue their contractual relationship.

    Request for information (RFI)

    A request for information, or RFI, is a formal document sent to sellers to gather information about their products and services. Buyers make calculated choices about potential vendors based on this information.

    Request for proposal (RFP)

    A request for proposal is a formal request from a buyer to a seller, asking them to submit their proposal for a project or service. It typically outlines project details like the budget, expectations, requirements, and timeline.

    Return or destruction of information

    Return or destruction of information is a clause found in contracts like non-disclosure agreements. It states the action to be performed on the confidential data—either returning or destroying it—upon the contract's expiration.

    Risk assessment

    Risk assessment is an integral step in the contract lifecycle management that involves analyzing potential risks in the agreement and forming solutions to mitigate those risks.

    Risk management

    Risk management involves the steps taken towards handling possible risks during the contract lifecycle management process.

    S

    Security agreement

    A security agreement is a legally binding document that states the terms and conditions that apply to all the involved parties during the contract's lifecycle.

    Sell-side contract

    A sell-side contract is a legally binding document created by a vendor and typically used by the sales team to deliver the terms for delivering products, goods, or services to a buyer.

    Service agreement

    A service agreement is a legally binding documents that states the scope, payment details, terms, and conditions of the provision of services by one party to another.

    Service-level agreement

    A service-level agreement (SLA) is a contract between a service provider and a client that states the expected level of the service, including the quality, responsibilities, and performance metrics.

    Shrink-wrap agreement

    Shrink-wrap agreements are found within a product's packaging; by opening the packaging, the buyer consents to the terms and conditions mentioned in the agreement.

    Simple contract

    A simple contract is a legally binding document with straightforward terms and conditions for basic, routine, low-risk transactions.

    Simple Electronic Signature (SES)

    A simple electronic signature, or SES, is a basic form of the digital substitute for traditional wet signatures. It requires minimal authentication, usually through a one-time password (OTP) or email, and is used for low-risk transactions.

    Strategic procurement agreement

    A strategic procurement agreement is a legally binding document that states the terms and conditions for acquiring goods and services in a way that supports cost-effectiveness and long-term benefits.

    Sustainability clause

    A sustainability clause is a provision made to a contract that addresses the practices that reflect an organization's environmental and social responsibility.

    T

    Term and termination clause

    The term and termination clause is a provision in a contract that specifies the duration of the contract and the conditions under which the involved parties are eligible to end the contract.

    Termination

    Termination refers to the process of ending the contract, either before the parties have fulfilled their obligations or before the specified expiration.

    Terms of service

    Terms of service (or terms of use) are the contractual rights and obligations that users must agree to when using a service or product.

    Third-party contracts

    Third-party contracts are legally binding documents between an organization and an external entity, such as a vendor or supplier.

    Third-party paper management

    A CLM system's ability to input, implement, track and manage interactions with third-party contracts while also being able to track important data, helping assess possible risks.

    V

    Validity period

    A validity period is the timespan during which a contract is legally valid and enforceable.

    W

    Warranty

    A warranty is a legally binding promise made by a seller to a buyer that guarantees the quality of a product or service for a set period of time.

    Z

    Zoho CRM

    Zoho CRM is cloud-based software designed to help businesses store, manage, and track customer relationships and data. It integrates with Zoho Contracts to enable seamless contract creation, negotiation, collaboration, and execution.

    Zoho Sign

    Zoho Sign is a centralized digital signature solution that provides an alternative to traditional pen-and-paper signatures and complies with e-signature laws across the globe.