Defining Terms in German Contracts

March 1, 2015

It is customary to define important terms in contracts in English by capitalizing them.

 

Thus, for example, we might find the following:

 

This End User License Agreement (the “Agreement”), consisting of the terms and conditions set forth below,  is made and entered into as of the 25th day of January, 2015  (the “Effective Date”), by and between ABC, Inc., a corporation organized under the laws of Delaware (hereinafter referred to as “Vendor”) and XYZ, Inc.,  a corporation organized under the laws of Oregon (hereinafter referred to as “End User”). Vendor and End User shall be collectively referred to herein as the “Parties” and shall sometimes individually be referred to as a “Party.”

 

The problem when it comes to translating contracts into German is that all nouns in German are capitalized. From reviewing contracts originally drafted in German, I believe that one way around this is to use the prefix "Vertrags-" before the defined terms. So instead of translating the "Parties" (wih a capital P) as die Parteien, we could translate it as die Vertragsparteien.

 

Instead of translating the items defined as the "Products" as die Produkte, we could translate it as die Vertragsprodukte.

 

Instead of translating the defined territory in which the Products are allowed to be distributed (the "Territory") as das Gebiet, we could translate it as das Vertragsgebiet.

 

Unfortunately this won't work in every case, but I mention it because it has a very important implication for translators from German to English: When you see die Vertragsparteien or die Vertragsprodukte or das Vertragsgebiet in a German contract, you can translate them into English simply as the Parties, the Products and the Territory. The initial capital letter in English "translates" the German prefix "Vertrags-". This also keeps you from having to write clumsy things like "the Contractual Products," which is not very likely to appear in English (since lawyers use capitalization instead to define which products are covered by the contract).

 

 

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