Exhaustive or not: the basic divide
When a definition says a term means something, the definition is exhaustive: the term covers what is listed and nothing else. When it says a term includes something, the definition is non-exhaustive: the listed items are covered, and so, potentially, are others of the same kind.
The choice is not stylistic. "Deliverables means the software code, technical documentation, and user manuals in Exhibit A" covers only those three things. "Deliverables includes the software code, technical documentation, and user manuals" covers those three and leaves room for more.
Pick the one that matches your intent
Use means when you want a closed, certain list - the safer choice where scope drives money or risk, such as fees, deliverables, or the limits of a licence. Use includes when you genuinely want an open category and accept that a court may add comparable items.
The point is to choose deliberately. An exhaustive definition gives certainty at the cost of flexibility; a non-exhaustive one gives flexibility at the cost of certainty. Decide which you need for each term.
The "means and includes" trap
Many contracts write that a term means and includes something. This tries to have it both ways and ends up a contradiction: means is exhaustive, includes is not, so the phrase simultaneously closes and opens the list. It creates exactly the ambiguity a definition is supposed to remove.
Never draft means and includes. Decide whether the definition is closed or open, and use means or includes accordingly.
Circular definitions: the unenforceable loop
A circular definition occurs when two defined terms are explained only by reference to each other, so neither can be understood on its own. A classic version: Customer Approvals means the approvals the customer must obtain, other than Supplier Approvals; and Supplier Approvals means the approvals the supplier must obtain, other than Customer Approvals. To know one, you need the other, which sends you back to the first.
The fix is to define each term independently against an external reference rather than against each other - for example, by reference to what the law actually requires each party to obtain. Break the loop and both terms become workable.
How to keep definitions clean
A good definition is necessary, consistent, and self-contained. Before you finalise one, ask: is this term used enough to deserve a definition; is means or includes the right qualifier; can it be understood without chasing another defined term; and does it sit consistently with every operative clause that uses it?
In review, watch for definitions that quietly change scope - a means swapped for includes, or vice versa, can widen or narrow an obligation without touching the operative clause at all.
Use at the desk
Practical checklist
- Choose means (exhaustive) or includes (non-exhaustive) for every definition, to match your intended scope.
- Use means where scope drives money or risk and you want a closed list.
- Never draft means and includes - it contradicts itself.
- Eliminate circular definitions: define each term against an external reference, not against each other.
- Confirm each defined term is necessary and used consistently across the operative clauses.
- In review, treat a means/includes swap as a scope change, even if no operative clause moved.
This guide is informational only and is not legal advice. It does not replace advice from licensed counsel on the facts of a specific transaction.
Product demo
Use the guide for context. Use Veqtor for the Word documents.
Watch Claude compare negotiation drafts and create a separate Word document with proposed tracked changes.
See Veqtor work with Word redlines