Business English B1 · Lesson 32← Back to Business English
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Section 1 / 8

Warm-up

Lesson 32

Contracts & Terms of Agreement

Business English B1Lesson 328 sections55 exercises
1.1

Contracts & Terms of Agreement

Today you will learn the language of contracts: terms, conditions, obligations and rights. The grammar focus is modal verbs of obligation and permission — must, shall, is required to, may, is not allowed to, does not have to.
1.2

After this lesson you'll be able to...

  • Use key vocabulary for contracts and agreements
  • Explain obligations and permissions with modal verbs
  • Describe terms such as payment, duration and termination
  • Ask a polite question about a clause
1.3

Get to know each other (3 minutes)

  • Have you ever signed a contract? What kind?
  • Do you read a contract carefully before you sign?
  • Why are written agreements better than oral ones?
  • What is the most important part of a contract for you?
1.4

Say it out loud

Explain a rule. → The supplier must deliver the goods within ten days.

1.5

Fact worth knowing

In many contracts the word “shall” does not talk about the future. It means “must”. For example: “The seller shall deliver the goods by 1 June” means the seller has to do it.
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Section 2 / 8

Vocabulary

2.1

Key vocabulary

2.2

Useful phrases

The supplier must deliver the goods within ten days.Постачальник повинен доставити товар протягом десяти днів.
The buyer shall pay within 30 days of the invoice.Покупець зобов’язаний оплатити протягом 30 днів після рахунку.
Either party may terminate the contract with 30 days’ notice.Будь-яка сторона може розірвати договір, повідомивши за 30 днів.
You are not allowed to share this information.Вам не дозволено ділитися цією інформацією.
You do not have to renew the contract.Ви не зобов’язані продовжувати договір.
Could you explain this clause, please?Чи не могли б ви пояснити цей пункт?
We are required to comply with the law.Ми зобов’язані дотримуватися закону.
The contract is valid for two years.Договір діє два роки.
2.3

Try out the new words

Say one sentence with a new word. → …

Say one phrase from the list about your work. → …

2.4

Which word is it?

a written agreement that has legal force
one separate part of a contract
the rules that both sides must accept
one of the sides in a contract
something you must do by law or by agreement
to write your name on a document to accept it
to end a contract before or at a certain time
to continue a contract for a new period
2.5

Fill in the missing word

Both parties must ____ the contract before the work starts. (write their names)
Either party may ____ the contract with 30 days’ notice. (end)
The company has to pay a ____ if it is late. (money for breaking a rule)
All information in this contract is ____. (secret)
This is a ____ agreement. You must follow it by law.
2.6

Choose the correct word

Which word means: “the last date or time to finish something”?
Which word means: “money you must pay if you break a rule”?
Which word means: “secret, not to be shared with others”?
2.7

Translate the phrase

Write each phrase in English.

відповідальність (юридична)
порушення (умов договору)
дотримуватися, відповідати вимогам
поправка, зміна (до договору)
обов’язковий (юридично)
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Section 3 / 8

Grammar

3.1

Modal verbs of obligation and permission

must / have to / shallstrong obligation: The supplier must deliver on time. The buyer shall pay within 30 days. In contracts shall often means must.
is required to / is obliged toformal obligation: The company is required to keep records.
may / can / is allowed topermission: Either party may end the contract. Staff are allowed to work from home.
must not / is not allowed toprohibition: You must not share this information. Employees are not allowed to take gifts.
do not have tono obligation, it is optional: You do not have to renew the contract. It is NOT the same as must not.
3.2

Which sentence is correct?

Choose the correct sentence:
Choose the correct sentence:
Choose the correct sentence:
3.3

Complete with the correct word

The buyer ____ pay within 30 days. (shall/shalls)
Either party ____ end the contract. (may/must to)
Employees ____ allowed to take gifts. (are not/not are)
You do not ____ to sign today. (have/must)
The company is required ____ keep records. (to/-)
3.4

Rewrite it

Explain each rule with a modal verb. Several answers are possible.

Say that delivery in ten days is obligatory for the supplier.
Say that sharing the information is forbidden.
Say that renewing is optional.
3.5

Correcting mistakes

Each sentence has one mistake. Write the correct sentence.

The supplier must to deliver on time.
You not must share this document.
Employees are not allow to take gifts.
3.6

Put the words in order

Put the words in the right order and write the full sentence.

must / goods / the / supplier / deliver / the / on / time
not / information / you / this / share / must
terminate / either / the / may / contract / party
3.7

Say it about your own work

Say one rule from your own contract or job. → I must … / I am not allowed to … / I do not have to …

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Section 4 / 8

Reading

4.1

Read: extract from a service contract

Service Agreement — extract

1. Duration. This agreement is valid for two years from 1 January. It may be renewed for a further year if both parties agree.

2. Payment. The client shall pay each invoice within 30 days. If the client is late, a penalty of 2% per month must be paid.

3. Confidentiality. The contractor must not share any confidential information with other companies.

4. Termination. Either party may terminate this agreement with 60 days’ written notice. The client does not have to give a reason.

5. Amendments. Any amendment must be made in writing and signed by both parties.

4.2

True or false?

The agreement is valid for two years.
True.
The client has to pay within 60 days.
False — within 30 days.
The contractor may share confidential information.
False — he must not share it.
Either party can end the contract.
True.
Amendments can be made orally.
False — they must be in writing and signed.
4.3

Answer the questions

How long is the agreement valid?
Two years.
What happens if the client is late with a payment?
The client pays a penalty of 2% per month.
How much notice must a party give to terminate?
60 days’ written notice.
Who has to sign an amendment?
Both parties.
4.4

Find the key language

Write the word (or phrase) from the text.

A modal that shows a strong obligation (formal):
A phrase that shows no obligation:
A word for a change to the contract:
4.5

Fill in from the text

The agreement is valid for ____ years.
The client shall pay each invoice within ____ days.
The contractor must not share ____ information.
Either party may ____ the agreement with 60 days’ notice.
Amendments must be signed by both ____.
4.6

Why is this a good text?

The contract is clear because it …
Modal verbs are important in contracts because they …
4.7

Your own opinion

  • Which clause is the most important? Why?
  • Is a 60-day notice period fair? Why or why not?
  • What would you add to this agreement?
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Section 5 / 8

Practice

5.1

Picture the situation

📄 🖊️ ⚖️ 🔒

Read → Understand → Sign → Comply. Never sign a contract you do not understand: ask questions about each clause.

5.2

Match the phrase to its function

The supplier must deliver on time.
Either party may terminate the contract.
You must not share this information.
You do not have to renew the contract.
Could you explain this clause, please?
5.3

Put the words in order

Put the words in the right order and write the full sentence.

must / sign / both / the / parties / contract / the
not / allowed / are / to / employees / take / gifts
have / renew / you / do / not / to / the / contract
5.4

Fill in the missing phrase

The buyer ____ pay within 30 days. (shall)
Either party ____ end the contract. (may)
You ____ not share this document. (must)
You do not ____ to sign today. (have)
The company is ____ to comply with the law. (required)
5.5

Say it in your own words

Write one sentence. Several answers are possible.

Say that the supplier has to deliver within ten days.
Ask politely about a clause.
5.6

Translate into English

Write each sentence in English. Several answers are possible.

Обидві сторони повинні підписати договір.
Вам не дозволено ділитися цією інформацією.
Ви не зобов’язані продовжувати договір.
5.7

A useful tip

“Must not” and “do not have to” are very different. “You must not park here” means it is forbidden. “You do not have to park here” means you can, but nobody forces you.
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Section 6 / 8

Speaking

6.1

How to use this section

Your tutor plays a lawyer or a business partner. Discuss contract terms and explain obligations. Use must / shall / may / is not allowed to / do not have to.

6.2

Explaining the duration

SCENARIO 1

Task: explain how long the contract lasts and how to renew it.

Starter: "The agreement is valid for two years. It may be renewed for one more year if both parties agree."

6.3

Explaining payment

SCENARIO 2

Task: explain when and how the client has to pay.

Starter: "The client shall pay each invoice within 30 days. If the payment is late, a penalty must be paid."

6.4

Asking about a clause

SCENARIO 3

Task: you do not understand a clause. Ask for an explanation.

Starter: "Excuse me, could you explain clause 4, please? I am not sure what “liability” means here."

6.5

Explaining confidentiality

SCENARIO 4

Task: tell a new colleague what he must not share.

Starter: "You must not share any confidential information with other companies, and you are not allowed to copy these files."

6.6

Optional things

SCENARIO 5

Task: say what the client is free to decide.

Starter: "You do not have to renew the contract, and you do not have to give a reason if you want to terminate it."

6.7

Proposing an amendment

SCENARIO 6

Task: ask to change one part of the contract.

Starter: "We would like to propose an amendment. Could we extend the deadline by two weeks?"

6.8

Closing the discussion

SCENARIO 7

Task: summarise what you agreed and say what happens next.

Starter: "So we agreed on the payment terms and the deadline. I will send the new version, and both parties must sign it by Friday."

6.9

Full conversation — no stops

FULL RUN-THROUGH

With your tutor, discuss a short contract: explain duration, payment and termination, ask about a clause and propose an amendment — entirely in English.

6.10

Let's talk — reflection

  • Which modal verb is the most difficult for you?
  • Would you like to work with contracts every day?
  • What is the biggest risk when you sign a contract quickly?
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Section 7 / 8

Cool down

7.1

Now I can...

  • Use key vocabulary for contracts and agreements
  • Explain obligations and permissions with modal verbs
  • Describe terms such as payment, duration and termination
  • Ask a polite question about a clause
7.2

Quick self-check

Which modal verb means a strong obligation?
Must / have to / shall.
What is the difference between must not and do not have to?
Must not = forbidden; do not have to = optional.
What is a clause?
One separate part of a contract.
7.3

One more thing before you go

Tell your tutor one rule at work. → We must … / We are not allowed to … / We do not have to …

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Section 8 / 8

Homework

8.1

Words to remember

a contractконтракт, договір
a clauseпункт, стаття (договору)
terms and conditionsумови та положення
a partyсторона (договору)
an obligationзобов’язання
to signпідписувати
to terminateрозривати, припиняти (договір)
to renewпоновлювати, продовжувати
8.2

Fill in the missing word

“контракт, договір” in English: ____
“пункт, стаття (договору)” in English: ____
“умови та положення” in English: ____
“сторона (договору)” in English: ____
“зобов’язання” in English: ____
8.3

Choose the correct form

The buyer ____ pay within 30 days.
You ____ share this file. It is confidential.
Either party ____ end the contract.
8.4

Open the brackets

Both parties ____ (must / sign) the contract.
You ____ (not / have to) renew the contract.
Employees ____ (not / allow) to take gifts.
The company ____ (require) to keep records.
8.5

Correct the mistake

Each sentence has one mistake. Write the correct sentence.

The supplier must to deliver on time.
You must not to share this file.
Employees not allowed to take gifts.
8.6

Translate the phrase

Write each phrase in English. Several answers are possible.

договір
штраф за порушення
Будь-яка сторона може розірвати договір.
8.7

Write it yourself

Write five clauses (one sentence each) for a simple service contract. Use must, shall, may, must not and do not have to once each.

8.8

Practise out loud

Read your five clauses aloud as if you were explaining the contract to a new client.

8.9

Read aloud

Read the extract from the service contract aloud twice before the next lesson.

Tick what you have done
  • 8.7 I did the writing task
  • 8.8 I practised out loud
  • 8.9 I read the text aloud twice

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