Quick answer
'Includes' usually means the listed items are examples, not the whole category — the definition still covers anything else that fits. In contracts, it matters because 'proceeds includes cash and checks' also sweeps in wire transfers. Before signing, check whether each definition uses 'means' or 'includes'.
Definitions
Drafters use 'includes' to open a category, not close it — the listed items are examples, and the definition still reaches anything else that fits. Its legal effect is enlargement: a clause reading 'proceeds includes cash and checks' also covers wire transfers and credit card payments. The key contrast is 'means,' which shuts the category; careful drafters write 'includes, without limitation' to kill the argument.
When your teacher's rule says 'toys includes balls,' she isn't listing every toy — a frisbee still counts. The list gives examples, not the whole rule.
Term context
A rule of interpretation rather than a clause type of its own — it governs how definitions in contracts, statutes, and regulations are read. Specifically, it controls whether a list of items is illustrative and open-ended or exhaustive and closed.
A party who reads 'includes' as 'means only' may assume a clause doesn't reach their conduct, then face a denied insurance claim, an unexpected indemnity obligation, or a breach finding. The risk falls on whoever relies on the narrow reading — usually the party who didn't draft the document.
The question surfaces when a dispute tests the scope of a defined term — for instance, a landlord claiming a tenant's HVAC installation breached an 'alterations' clause. Courts decide it during contract interpretation, at the summary judgment stage or trial, after briefing on the list's reach.
Standard in the definitions sections of commercial leases, insurance policies, credit agreements, LLC operating agreements, and settlement documents. The same word opens the definitional provisions of federal and state statutes, where it keeps statutory terms flexible.
Insurers, landlords, and lenders — the usual drafters — gain breadth, because 'includes' lets a clause reach conduct they never thought to name. Tenants, policyholders, and indemnitors bear the risk: an item they assumed fell outside the list turns out to be inside it.
First, the drafter opens a definition — 'Losses includes attorneys' fees and court costs.' Then a dispute arises over an unnamed item, such as expert-witness fees. The court applies the presumption that 'includes' enlarges: because expert fees fit the concept of losses, they are covered, unless the surrounding text shows the drafter meant to close the list.
Contract relevance
A party who reads 'includes' as 'means only' may assume a clause doesn't reach their conduct, then face a denied insurance claim, an unexpected indemnity obligation, or a breach finding. The risk falls on whoever relies on the narrow reading — usually the party who didn't draft the document.
Document context
| Document type | Section | Why it matters |
|---|---|---|
| Master services agreement | Definitions section | Whether terms like 'Deliverables' or 'Confidential Information' stay open-ended or fixed |
| Loan or security agreement | Collateral and Proceeds definitions | 'Proceeds includes cash' can reach insurance payouts and recoveries beyond the named forms |
| Lease agreement | Use restrictions and 'Rules' clauses | 'Rules include posted regulations' may reach new rules the landlord adds after you sign |
| Settlement agreement | Release of 'Claims' | 'Claims includes breach of contract' may release matters the parties never discussed |
| Employment agreement | 'Confidential Information' definition | The open category decides what you must keep secret after leaving |
| Statutes and regulations | Definition sections | Legislatures use 'includes' so lists are illustrative, not exhaustive |
| Insurance policy | Definitions of 'Loss' or covered 'Property' | An open-ended list shapes what the insurer must actually pay |
Contract language
| Contract wording | Plain-English meaning | What to check |
|---|---|---|
| 'Confidential Information includes customer lists, pricing, and source code' | The listed items are examples; other sensitive material likely qualifies too | Check whether the definition also captures your own materials or information already public |
| 'Proceeds includes cash, checks, and wire transfers' | Anything of value derived from the asset counts, not just the named forms | Check whether the list is meant to be complete — if so, ask for 'means' instead |
| 'Includes, without limitation' | Belt-and-suspenders wording: the drafter wants no argument that the list is exhaustive | Check that the open reach does not pull in obligations you never priced |
| 'Fees includes attorneys' fees and court costs' | The paying party owes these plus anything else that fits 'fees' | Check who pays and whether the category could grow during litigation |
| 'Termination for Cause includes material breach' | Other events may also count as Cause even if unlisted | Check whether the unlisted triggers are ones you can live with |
Red flags
A definition of your own obligation uses 'includes'
The category can grow beyond the examples, adding duties you did not bargain for
What to check: Ask for 'means' or a closed list on anything you owe
'Includes' appears in a release or waiver
Claims you never thought of may fall inside the released category
What to check: Ask the other side to list every claim released or carve out unknown claims
'Includes, without limitation' governs indemnity triggers
Open-ended triggers can reach events far outside the examples
What to check: Negotiate a cap or a closed list of indemnifiable events
One definition mixes 'means' and 'includes' in the same sentence
Part of the term is fixed and part expands; you may not know which part governs you
What to check: Ask the drafter to split it into two sentences
'Includes' appears in a fee or payment definition you must pay
You may owe on items the drafters never named
What to check: Request an itemized, closed list of what you pay
Wording examples
Vague wording
'Losses includes damages, fines, and penalties'
Clearer wording
'Losses means damages, fines, and penalties' — when a closed list is what both sides intend
Vague wording
'Equipment includes machinery listed in Schedule A'
Clearer wording
'Equipment means the machinery listed in Schedule A, plus replacements of like kind'
Vague wording
'Expenses includes attorneys' fees'
Clearer wording
'Expenses includes, without limitation, reasonable attorneys' fees and court costs' — when breadth is intended, say so outright
Note: “clearer” means easier to read — not legally reviewed or guaranteed safe.
Pre-signature checklist
Circle every definition that uses 'includes' and mark whether its open reach helps or hurts you
For obligations you owe, ask whether 'includes' should become 'means'
For protections you hold, keep 'includes' or add 'without limitation'
Flag any definition that mixes 'means' and 'includes' in one sentence
Confirm the listed examples actually describe what you expect to be covered
Ask the drafter to state whether each list is exhaustive or illustrative
Watch for 'includes' in release, indemnity, and fee-shifting clauses
Verify that schedules feeding open definitions are attached and complete
Party impact
| Party | What this party should check |
|---|---|
| Buyer | Check that 'Goods' or 'Equipment' definitions using 'includes' actually cover everything you expect to receive |
| Borrower | Check that 'Collateral' and 'Proceeds' with 'includes' do not sweep in assets you meant to keep out of the deal |
| Employer | Check that 'Confidential Information includes' reaches the material you care about — the open category works in your favor |
| Employee or departing contractor | Check whether the open definition could capture general skills and public knowledge you need to keep using |
| Tenant | Check whether 'Rules includes' lets the landlord impose new obligations after signing |
| Releasing party in a settlement | Check whether 'Claims includes' releases matters you intended to preserve |
Comparison
| Related term | Plain meaning | Main difference from includes |
|---|---|---|
| means | Fixes the term exactly; the definition is the entire category | 'Means' closes the category while 'includes' leaves it open to anything that fits |
| includes, without limitation | The same open-ended effect, stated emphatically | Removes any argument that the list was meant to be exhaustive |
| including | Works like 'includes' in running prose; usually read as illustrative | Same enlarging effect, but it appears mid-sentence rather than defining a term |
| such as | Introduces pure examples with no definitional force | 'Such as' decorates a sentence; 'includes' does real definitional work |
| means and includes | Drafting hybrid attempting both a fixed and an open definition | Courts often treat it as open anyway, so it usually just creates ambiguity |
Missing or vague
If a definition says only 'includes' with no signal of scope, the parties will fight over whether the list is exhaustive.
U.S. courts generally read 'includes' as a term of enlargement, so the side counting on a closed list usually loses that fight.
The real dispute then becomes what else 'fits' the category — wire transfers, crypto payments, insurance payouts — and the contract text alone may not answer it.
Drafters who intend a closed list must write 'means'; drafters who intend breadth should add 'without limitation' to remove all doubt.
Document map
| Contract section | What to inspect |
|---|---|
| Definitions | Note which defined terms use 'includes' versus 'means' and who benefits from the open reach |
| Payment | Check whether 'Proceeds,' 'Fees,' or 'Charges' definitions expand what actually changes hands |
| Indemnification | Check whether 'Losses includes' leaves the indemnified category open-ended |
| Confidentiality | Check whether 'Confidential Information includes' catches your materials or public information |
| Termination | Check whether 'Cause includes' lets the other side exit for unlisted events |
| Release or settlement provisions | Check what 'Claims includes' may be sweeping into the release |
| Schedules and exhibits | Confirm the lists feeding open definitions are attached, current, and complete |
Visual model
A commercial lease states 'alterations includes painting, partitioning, and flooring work.' The tenant installs a new HVAC system without landlord consent; the court holds the installation is an alteration because the list was illustrative, and the tenant owes restoration damages.
An insurance policy reads 'covered property includes buildings and fixtures.' The insurer denies a claim for storm-damaged outdoor signage, arguing the list is complete; the court rejects that reading and the policyholder recovers.
A purchase agreement provides 'indemnifiable losses includes amounts paid in settlement.' The buyer settles a product-liability claim and recovers the full settlement amount from the seller, who argued only litigation expenses counted.
Questions & answers
'Includes' usually means the listed items are examples, not the whole category — the definition still covers anything else that fits. In contracts, it matters because 'proceeds includes cash and checks' also sweeps in wire transfers. Before signing, check whether each definition uses 'means' or 'includes'.
When your teacher's rule says 'toys includes balls,' she isn't listing every toy — a frisbee still counts. The list gives examples, not the whole rule.
A party who reads 'includes' as 'means only' may assume a clause doesn't reach their conduct, then face a denied insurance claim, an unexpected indemnity obligation, or a breach finding. The risk falls on whoever relies on the narrow reading — usually the party who didn't draft the document.
The question surfaces when a dispute tests the scope of a defined term — for instance, a landlord claiming a tenant's HVAC installation breached an 'alterations' clause. Courts decide it during contract interpretation, at the summary judgment stage or trial, after briefing on the list's reach.
Standard in the definitions sections of commercial leases, insurance policies, credit agreements, LLC operating agreements, and settlement documents. The same word opens the definitional provisions of federal and state statutes, where it keeps statutory terms flexible.
Insurers, landlords, and lenders — the usual drafters — gain breadth, because 'includes' lets a clause reach conduct they never thought to name. Tenants, policyholders, and indemnitors bear the risk: an item they assumed fell outside the list turns out to be inside it.
First, the drafter opens a definition — 'Losses includes attorneys' fees and court costs.' Then a dispute arises over an unnamed item, such as expert-witness fees. The court applies the presumption that 'includes' enlarges: because expert fees fit the concept of losses, they are covered, unless the surrounding text shows the drafter meant to close the list.
If a definition says only 'includes' with no signal of scope, the parties will fight over whether the list is exhaustive. U.S. courts generally read 'includes' as a term of enlargement, so the side counting on a closed list usually loses that fight. The real dispute then becomes what else 'fits' the category — wire transfers, crypto payments, insurance payouts — and the contract text alone may not answer it. Drafters who intend a closed list must write 'means'; drafters who intend breadth should add 'without limitation' to remove all doubt.
Share
Copy the link, open native sharing, or scan the QR code from another device.
Scan to open this glossary page on another device.
Wikipedia
Server Side Includes (SSI) is a simple interpreted server-side scripting language used almost exclusively for the World Wide Web. It is most useful for including the contents of one or more files into a web page on a web server (see below), using its #include...
Open on Wikipedia →Knowledge graph
This layer links the term to nearby glossary entries, document use cases, and contract-risk guides so readers can move from definition to context without dead ends.
Source & disclosure
This page is an AI-assisted plain-English explanation based on LexPredict Legal Dictionary context and contract-review patterns. It is not legal advice. Meaning may vary by jurisdiction, industry, and exact clause wording.
Move from term to document
A glossary definition helps, but actual risk usually lives in the surrounding clause. Upload the full document and BrieflyGo will map plain-English meaning, red flags, and next steps.
IRS Form W-2 — Wage and Tax Statement
Employer-issued statement showing employee wages and taxes withheld for the year.
View →IRS Form 1040 — U.S. Individual Income Tax Return
Annual federal income tax return for individual taxpayers.
View →IRS Form W-4 — Employee's Withholding Certificate
Tells your employer how much federal income tax to withhold from each paycheck.
View →IRS Form W-9 — Request for Taxpayer Identification Number and Certification
Provides your TIN (SSN or EIN) to requester for income reporting. Required for freelancers, contractors, and businesses.
View →Review risky clauses in plain English, fix the document, and keep it moving toward signature.