What is it?
Intermediate clause is a contractual provision that governs the step‑by‑step performance between initial obligations and final settlement.
intermediate
UCC / CommercialLegal glossary term
Quick answer
INTERMEDIATE usually means a conditional step that bridges primary duties. In contracts, it matters because missed triggers can halt performance and cause breach. Before signing, check the trigger events and deadlines.
Definitions
What is intermediate?
Legal Definition
An intermediate provision sits between primary obligations and final outcomes, bridging gaps in a contract or statute. It creates a conditional right or duty that activates only when a specified trigger occurs, often shaping performance sequencing. The most critical qualifier is whether the provision is deemed a condition precedent or subsequent.
Plain-English Translation
Think of an intermediate hallway pass: you can’t go straight to the cafeteria, you must first stop at the office to get a stamp before you eat.
Contract relevance
Why intermediate matters in contracts
Missing or misapplying an intermediate clause can void the subsequent performance and leave the obligor liable for breach; the obligor bears the risk.
Document context
Where intermediate appears in documents
| Document type | Section | Why it matters |
|---|---|---|
| UCC sales contract | Section 2-207 | Determines effect of additional terms |
| Construction agreement | Section 7.3 | Sets sequencing of inspections and payments |
| ISDA master agreement | Schedule | Governs credit support events |
| Loan amendment | Exhibit A | Triggers subsequent funding |
Contract language
Common contract wording
| Contract wording | Plain-English meaning | What to check |
|---|---|---|
| "Seller shall deliver goods within ten days after Buyer provides written acceptance" | Goods are shipped only after acceptance | Verify acceptance definition and timing |
| "Borrower shall furnish audited statements prior to each disbursement" | Audits must precede funding | Confirm audit scope and deadline |
Red flags
Red flags to watch for
Wording examples
Clearer wording examples
Vague wording
"intermediate milestone"
Clearer wording
"completion of Phase 1 testing by June 30, 2024"
Vague wording
"as soon as practicable"
Clearer wording
"within five (5) business days"
Note: “clearer” means easier to read — not legally reviewed or guaranteed safe.
Pre-signature checklist
What to check before signing
1
Identify the exact trigger event
2
Confirm the deadline for the subsequent action
3
Determine what proof of performance is required
4
Check if the clause is a condition precedent or subsequent
5
Ensure any required approvals are clearly defined
6
Look for language that limits or extends the deadline
7
Verify the consequences of non‑performance
Party impact
How intermediate affects each party
| Party | What this party should check |
|---|---|
| Seller | Must confirm buyer's acceptance method and timing |
| Buyer | Needs to track deadline to avoid supply delays |
| Lender | Should ensure audit requirements are feasible |
| Borrower | Must plan for timely delivery of financial statements |
Comparison
intermediate vs similar terms
| Related term | Plain meaning | Main difference from intermediate |
|---|---|---|
| Condition precedent | Must occur before duty arises | Intermediate may follow an initial duty rather than precede it |
| Condition subsequent | Terminates duty after occurrence | Intermediate creates a new duty rather than ending one |
| Interim payment clause | Governs partial payments | Intermediate focuses on performance steps, not just payment |
Missing or vague
If intermediate is missing or vague
If the contract omits a clear intermediate provision, parties may argue over when the next duty kicks in. Disputes arise about whether a draft delivery satisfies the trigger. Ambiguity can lead to delayed performance, extra costs, or breach claims. The obligor usually bears the loss because the other side can claim non‑performance.
Document map
Document section map
| Contract section | What to inspect |
|---|---|
| Definitions | Look for trigger event definitions |
| Performance | Check sequencing language |
| Payments | Verify timing linked to intermediate steps |
| Default | See remedies if intermediate step fails |
| Miscellaneous | Note any cross‑references to the clause |
Visual model
Understand intermediate fast
An explainer image has not been generated for this term yet.
01
Landlord requires tenant to submit a move‑in inspection report before the security deposit is returned.
02
Borrower must provide quarterly financial statements before the lender releases the next tranche of loan funds.
Document context
How intermediate shows up in legal documents
Why does it matter?
Missing or misapplying an intermediate clause can void the subsequent performance and leave the obligor liable for breach; the obligor bears the risk.
When does it matter?
When a condition such as delivery of a draft occurs, the intermediate clause activates the next duty within five business days of receipt.
Where is it usually seen?
Standard in UCC § 2-207 amendment clauses, construction contracts, and ISDA master agreements where performance sequencing matters.
Who is affected?
Seller gains a right to suspend shipment until buyer provides a signed inspection report; Buyer risks delay penalties if the report is not delivered on time.
How does it work?
First, the contract lists the triggering event. Then, the intermediate clause spells out the required response and deadline. Within the stipulated period, the obligated party must perform; failure triggers the fallback remedy.
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Wikipedia
Intermediate
Intermediate may refer to: Intermediate 1 or Intermediate 2, educational qualifications in Scotland Intermediate (anatomy), the relative location of an anatomical structure lying between two other structures: see Anatomical terms of location Intermediate...
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Where intermediate connects to real contract work
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.
Glossary
Use Cases
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Performance Review
HR & Recruitment: Performance documents can be the paper trail used to justify termination.
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.
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