The Clauses in Your Contract That Contradict Each Other
By Nadine Deeb, Esq. · Published A generated contract usually reads well. The sentences are clean, the structure is familiar, and nothing in it looks obviously wrong. That is exactly what makes the failure mode hard to catch: the problem is rarely a badly written clause. It is two clauses that are each fine on their own and point in different directions.
Why a document can be well written and still incoherent
A clause is a rule. A contract is a set of rules that has to work as a system. Those are different standards, and a document can meet the first while failing the second.
This is worth understanding before looking at examples, because it explains why careful reading does not reliably catch the problem. Reading happens one clause at a time. The conflicts described below only appear when two clauses are held next to each other, and the two clauses are often pages apart, under headings that give no hint they interact.
Drafts assembled by a language model are particularly exposed to this. The output reflects language that recurs across many agreements, and each clause can be a reasonable version of that clause. Consistency between clauses is a property of the whole document, not of any part of it, and it is not something a fluent draft demonstrates by being fluent. If the underlying question you are working on is whether to rely on a generated draft at all, whether AI can draft your legal documents and the risks specific to AI-written contracts both take that up directly. This page assumes the draft already exists and asks a narrower question: where do documents like this tend to disagree with themselves.
Six places contracts contradict themselves
These are structural, which is what makes them worth listing. They recur across document types — an NDA, a master services agreement, a vendor form — because they come from how agreements are assembled rather than from any particular subject matter.
1. The survival clause that does not mention confidentiality
A survival clause states which obligations continue after the agreement ends. Confidentiality is one of the obligations most people assume continues, because the reason for it does not expire when the relationship does.
The check is mechanical. Find the survival clause. Read the list. Then compare it against the obligations elsewhere in the document that you believed were long-term. If confidentiality, intellectual property assignment, or payment for work already delivered are not on that list, that is a discrepancy between what the document says and what you understood, and it is worth raising before signature rather than after.
2. A liability cap sitting next to an indemnity that may exceed it
Two clauses commonly appear in the same agreement. One limits total liability, often to something like the fees paid over a preceding period. The other requires one party to indemnify the other against certain losses, which are not necessarily bounded by that figure.
Read together, they raise a question the document may or may not answer: does the cap apply to the indemnity obligation, or does the indemnity sit outside it. Well-organized agreements address this expressly, in either direction. Assembled drafts often contain both clauses and no statement about how they relate, which leaves the most financially significant term in the agreement resolved by inference. How the size of a liability cap is usually approached covers the underlying number; the point here is narrower, and it is about whether the two clauses are speaking to each other at all.
3. Several documents, no stated order of precedence
Commercial relationships rarely live in one file. There is a master agreement, a statement of work or order form underneath it, sometimes a data processing addendum, and frequently a set of online terms brought in by a hyperlink.
Each of those can be internally consistent while disagreeing with the others, and the disagreement is usually about something specific: a payment term, a notice period, a liability figure. What resolves it is an order-of-precedence clause stating which document controls. Two patterns are worth looking for. The first is no precedence clause at all. The second is more easily missed: two documents that each claim to control, because each was drafted as though it sat at the top. The structure of a multi-document enterprise agreement walks through how these layers normally fit together.
4. Capitalized terms that are never defined, or defined twice
Capitalization in a contract is not emphasis. A capitalized term signals a defined term, and the definition is what the word means in that document regardless of what it means elsewhere.
Three failures show up. A capitalized term is used but never defined. A term is defined twice in different places, with the two definitions not saying the same thing. Or the definition is present and internally fine, but does not match the commercial deal — the definition of “Services” describes something narrower than what was actually agreed, or “Confidential Information” is drawn so tightly that most of what you intend to share falls outside it.
This one is genuinely checkable without legal training. Collect the capitalized terms, find each definition, and confirm each definition matches what you believe you agreed.
5. A notice period that cannot fit in the window it belongs to
Termination and renewal provisions carry arithmetic, and the arithmetic is sometimes wrong.
An agreement may renew automatically unless notice is given some number of days before the term ends, while the notice clause requires a delivery method that is deemed received some number of days after it is sent. Those two numbers have to be compatible. Where a cure period and a notice period interact, the same question arises: whether the sequence the document describes can actually be performed in the time the document allows.
Set out the dates and count them. If the count does not work, that is a defect visible without any view about what the law would make of it. How renewal and notice windows tend to be structured covers the mechanics in more detail.
6. An assignment clause and a change-of-control clause that disagree
An assignment clause typically addresses whether a party can transfer the agreement to someone else. A change-of-control provision addresses what happens when the party itself is acquired.
These overlap, and drafts frequently contain one, or both without reconciling them. The question to resolve is what the two clauses together mean in an acquisition. This tends to surface at the least convenient moment, because acquirers read these provisions carefully during diligence — what makes a contract hold up in diligence covers what that review usually looks for.
What this actually looks like on the page
The examples below are simplified paraphrases written to show the shape of the problem. They are illustrations of what to look for, not language to copy into an agreement.
The cap and the indemnity. Somewhere around the middle of a services agreement, a limitation clause says that each party’s total liability under the agreement will not exceed the fees paid in the preceding twelve months. Several pages later, an indemnity says one party will defend and indemnify the other against third-party claims arising from its breach of the confidentiality obligations.
Both are ordinary. Neither is badly written. Read together they leave a question the document has not answered: is that indemnity obligation inside the twelve-month cap or outside it. The answer changes the largest number in the agreement, and the only way to know is that the document says so — usually as an express carve-out, or as an express statement that the cap applies to everything. If neither sentence is present, the parties may not have agreed on the same thing.
The survival clause and the term you cared about. A confidentiality section runs for three pages and is the reason the document exists. The survival clause at the back says that Sections 9, 11 and 14 survive termination. Confidentiality is Section 6.
Nothing about that reads as an error. It requires holding two numbers in mind from opposite ends of a document, which is precisely the reading that does not happen at the end of a negotiation. It is also the single fastest thing on this page to check.
Two documents, both in charge. A master agreement states that in the event of a conflict, the master agreement controls. The statement of work under it states that in the event of a conflict, the statement of work controls. Each sentence is one that appears in real agreements. Together they describe a rule that cannot be applied, and the conflict only becomes visible when the two documents are read as a set rather than in sequence.
The harder problem: the clause that is not there
Everything above assumes two clauses you can compare. The more difficult category is an obligation that simply does not appear.
A missing clause produces no contradiction, no awkward sentence, and nothing for a careful reader to notice. The document reads as complete because completeness is judged against expectation, and the expectation comes from knowing what a document of that type usually contains. That knowledge is the thing a non-lawyer reading a contract does not have, and no amount of attention to the text supplies it.
This is also the failure mode most affected by how a draft was requested. A generated document answers the prompt it was given. A prompt describing a mutual confidentiality agreement produces a mutual confidentiality agreement; it does not add a provision the request did not contemplate, and it does not report the omission, because from the document's point of view nothing is missing. A list of issues that recur across business contracts is a reasonable starting inventory to read a draft against.
What you can check, and what the document cannot tell you
It is worth being precise about the boundary, because the checkable part is real and worth doing.
Checkable by a careful reader without legal training:
- Whether every capitalized term has a definition, and whether that definition matches the deal.
- Whether the survival list includes the obligations you expected to continue.
- Whether internal cross-references point where they claim to — a clause citing Section 8.3 when the relevant provision is 8.4.
- Whether the dates and periods can be performed in sequence.
- Whether a precedence clause exists when more than one document is in play.
- Whether anything is incorporated by a hyperlink, and what that link currently resolves to.
Not answerable from the document itself:
- Whether an unusual allocation of risk between the parties is one you should accept.
- Which state’s law governs, and what turns on that.
- Whether an omission is a drafting oversight or a deliberate position taken by the other side.
- What the same language has meant in practice when it has been tested.
- Which of the discrepancies you found is the one actually worth negotiating.
The second list is not longer than the first by accident. Finding a discrepancy and knowing what to do about it are different tasks. What attorney contract review involves describes the second.
A practical order for reading a draft you did not write
If you are going to go through a generated draft before anyone else sees it, this sequence surfaces the structural problems faster than reading start to finish:
- List the documents. Everything that forms part of the agreement, including anything reached by a link. Then find the precedence clause, or establish that there is not one.
- Collect the defined terms and check each has exactly one definition that matches the commercial deal.
- Read the money clauses together rather than in order — payment, liability cap, indemnity, and any exclusions — and ask whether they describe one consistent allocation.
- Do the date arithmetic on term, renewal, notice, and cure.
- Read the survival clause last, against the obligations you now know the document contains.
What that produces is a list of questions, not a cleared document. That is the appropriate output: it is the difference between having read a contract and having had it reviewed, and it is a much better use of a first conversation with counsel than arriving with an unread draft. Businesses with a continuing volume of this work sometimes handle it through an ongoing counsel arrangement rather than matter by matter; contract drafting and review describes the per-document version.
Disclaimer
This article is general information from Accord & Shield Legal, PLLC and is not legal advice. Reading it does not create an attorney-client relationship. For guidance on your specific situation, please consult a qualified attorney.
Frequently asked questions
Can two clauses in the same contract really contradict each other?
Yes. A contract is drafted in sections, often over time and sometimes from more than one source, and consistency between sections does not follow from any individual section being well written. This is why a document can read cleanly and still leave a significant question unresolved.
How would I know if a clause is missing from my agreement?
Generally you would not, from reading alone. An absent obligation creates no contradiction and no awkward text. Noticing it depends on knowing what a document of that type usually addresses, which is a different thing from reading carefully.
Is a contract with contradictory terms still valid?
That is a question about a specific document under a specific state's law, and it is not one that can be answered in general. The practical point is narrower: an internal conflict means the parties may not agree on what they signed, and that is worth resolving before it is tested.
Does it help to ask the AI tool to check its own draft for conflicts?
It may surface something, and it is not a substitute for review. The tool has no knowledge of your commercial deal beyond what was in the prompt, and the omissions described above are invisible to a check that starts from the document that already exists.
What should I bring to a first conversation about a draft like this?
A short, nonconfidential description of the deal, what you are trying to achieve, and any real deadline. If you have already made a list of discrepancies, bring that too — it makes the conversation considerably more efficient.
Book an Initial Consultation
Book an initial consultation to talk through a draft agreement and what it does and does not address. Bring a short, nonconfidential description of the situation and any real deadline.
Before you send anything: please do not send contracts, drafts or other documents with a first enquiry, and please keep the description general. Until a conflicts check is complete and the firm has agreed in writing to act for you, information you send is not necessarily treated as confidential and may not create any duty on the firm’s part. There will be a point in the conversation where sending documents is the right next step; it is not this one.