How to Translate a Contract Into Plain English (Free)

Legal English is not English with extra words. Phrases like "indemnify and hold harmless" or "notwithstanding anything to the contrary" carry a precise legal effect that a casual paraphrase can quietly lose. The one thing most people get wrong when they "translate" a contract into plain English: they treat it as a rewording exercise, when it is really a risk of dropping the exact word that decided who wins a dispute. This guide gives you a working glossary of the phrases that show up in almost every Indian commercial contract, a method for using AI to paraphrase clause by clause without losing that legal effect, and a one-minute test to check whether your rewrite actually held up. (Adira, which publishes this guide, makes contract review and CLM software, so we have a commercial reason to want you comfortable reading contracts, plain English or not. Everything below works whether or not you ever open a tool.)

Why a plain English rewrite is not the contract

A plain English version of a clause is a reading aid, not a second, equally valid copy of the agreement. If a dispute lands in court or arbitration, the tribunal reads the original signed wording, not your paraphrase, and not an AI's paraphrase either. Plain English favours short sentences and everyday words. Legal drafting favours precision: a word like "shall" is chosen because it creates a mandatory duty, and swapping it for "should" in the name of readability is not a style choice, it is a change in what the sentence actually promises.

India has one live example of this tension inside a real statute. Section 6(3) of the Digital Personal Data Protection Act, 2023 requires that a consent request be written in plain terms:

"Every request for consent under the provisions of this Act or the rules made thereunder shall be presented to the Data Principal in a clear and plain language, giving her the option to access such request in English or any language specified in the Eighth Schedule to the Constitution..." Source: Section 6, Digital Personal Data Protection Act, 2023 (Indian Kanoon)

Notice what this section does not say. It requires the consent notice itself to be in plain language. It does not say a plain English summary of a commercial contract replaces the contract, and no equivalent general rule exists for ordinary commercial agreements in India. Treat "plain English version" as a companion document everywhere else, not a substitute.

A working glossary: what these phrases actually mean

Seven phrases account for a large share of the confusion. Here is what each one does, not just what it sounds like it says.

"Indemnify and hold harmless." Under Indian law, "indemnify" already has a fixed statutory meaning: Section 124 of the Indian Contract Act, 1872 defines a contract of indemnity as one where "one party promises to save the other from loss caused to him by the conduct of the promisor himself, or by the conduct of any other person," and Section 125 sets out what can be recovered, damages, costs, and settlement sums. Source: Section 124, Section 125, Indian Contract Act, 1872 (Indian Kanoon). "Hold harmless" is an added American-drafting phrase, a promise not to sue on top of the promise to compensate; Indian courts read the pairing as one indemnity promise, expressed twice, not two obligations. The full mechanics, cap, notice, defence control, are on Indemnity Clause Explained.

"Notwithstanding [anything to the contrary]." A non-obstante clause: an instruction that this provision wins even if another clause, or another law, says something different. The Supreme Court explained the device in Union of India v G.M. Kokil, 1984 AIR 1022, holding that a non-obstante clause "is a legislative device which is usually employed to give overriding effect to certain provisions over some contrary provisions that may be found either in the same enactment or some other enactment." Source: Union of India v G.M. Kokil, Indian Kanoon. Plain English: "even if another part of this contract disagrees, this sentence controls." Dropping the word in translation removes that override.

"Time is of the essence." Turns a date, delivery, payment, completion, from an ordinary term into a condition, so missing it can let the other side walk away entirely, not just claim damages. Section 55 of the Indian Contract Act, 1872 makes this turn on the parties' intention, not the mere presence of a deadline, and for sale of immovable property Indian courts start from the opposite presumption. The full statutory text and leading case are on Time Is of the Essence Clause Explained.

"Without prejudice." On a letter or email, it means the statement is made to try to settle a dispute and cannot later be used against the sender as an admission if settlement fails. This has statutory backing: Section 23 of the Indian Evidence Act, 1872 excludes an admission made "upon an express condition that evidence of it is not to be given, or under circumstances from which the Court can infer that the parties agreed together that evidence of it should not be given," carried forward as Section 21 of the Bharatiya Sakshya Adhiniyam, 2023. Source: Section 23, Indian Evidence Act (Indian Kanoon); Section 21, Bharatiya Sakshya Adhiniyam (Indian Kanoon). A rewrite that renders this as "we're just saying this informally" understates it: it is a real evidentiary shield, not a tone marker.

"Jointly and severally." When two or more people promise something jointly and severally, the other side can go after any one of them for the whole amount, not a proportionate share, leaving that one to recover contribution from the rest. Section 43 of the Indian Contract Act, 1872 says it directly: "the promisee may, in the absence of express agreement to the contrary, compel any one or more of such joint promisors to perform the whole of the promise," with each promisor then entitled to compel the others to contribute equally. Source: Section 43, Indian Contract Act, 1872 (Indian Kanoon). A rewrite saying only "the guarantors are responsible together" loses the part that matters most: any single one can be made to pay the entire amount.

"To the extent." A scoping phrase, not filler. "To the extent permitted by law" or "to the extent such Losses arise from the Vendor's breach" narrows an obligation to a specific limit or cause. Deleting it tends to turn a conditional promise into an absolute-sounding one, the single most common way a plain English version overstates what was actually agreed.

"Best endeavours" (or "best efforts"). A promise about how hard a party must try, not a guarantee of outcome. Indian statute does not grade "best efforts" against "reasonable efforts"; Section 37 of the Indian Contract Act, 1872 only requires that a promise, whatever its content, actually be performed. The Calcutta High Court's 2022 decision in Manika Sett v Sett Iron Foundry reached for English case law to hold that a stronger effort standard requires "all the reasonable courses" a determined party could take, not just one. The full standard is on Best Efforts vs Reasonable Efforts.

Using AI to paraphrase, clause by clause, without losing the legal effect

Paste an entire contract into an AI tool and ask it to "explain this in simple terms" and you get a fluent answer that quietly smooths over exactly the distinctions above. The fix is not to avoid AI, it is to ask for the right output. Work clause by clause, not the whole document at once, with a prompt that forces the model to keep the legal signal, not discard it:

"Rewrite this clause in plain English for someone with no legal training. Keep every obligation word as strong or weak as the original: 'shall' becomes 'must,' never 'should' or 'can.' If the clause uses 'best efforts' or 'reasonable efforts,' say so explicitly, do not collapse either into 'will try.' Do not drop scoping words like 'to the extent,' 'subject to,' or 'notwithstanding,' explain what they do instead. If a word is capitalised, flag it as a defined term rather than translating it as ordinary English. Do not shorten or round any number, date, or amount."

This produces a rewrite you can actually check, because it keeps the load-bearing words visible instead of smoothing them into an easy sentence.

The runnable test: did the rewrite drop a qualifier

Here is a test that takes about a minute per clause. Put the original and the rewrite side by side, and search the original for: shall, may, will, must, reasonable, best, to the extent, subject to, notwithstanding. For every hit, check the rewrite:

• "Shall" or "must" should read as a firm obligation ("has to," "is required to"), never "should" or "can," which downgrade a mandatory duty into an optional one.
• "May" should read as a right or option ("is allowed to," "can choose to"), never as if mandatory.
• "Best efforts" vs "reasonable efforts" should stay distinguishable, not both flattened into "will try its best."
• "To the extent," "subject to," "notwithstanding" should each show up as an explained limit or override, not disappear.

If any of these got flattened, the rewrite has lost real legal effect, however readable it sounds. Redo that sentence, quoting the original word in brackets if needed, rather than smoothing it away.

Red flags in a plain English rewrite

Normal	Red flag	Why it matters
"Shall" becomes "must" or "is required to"	"Shall" becomes "should" or "can"	Silently turns a mandatory duty into an optional one
"Best efforts" and "reasonable efforts" stay distinguishable	Both become "will try its best"	Collapses two different legal standards into one, changing what counts as a breach
Scoping words like "to the extent," "subject to" are kept and explained	Scoping words are dropped and the obligation reads as absolute	An originally limited or conditional promise now reads unconditional
Capitalised defined terms are flagged as having a specific meaning elsewhere	A defined term is rewritten as an ordinary English word	The rewrite can say something different from what the contract's own definitions clause says
The rewrite is clearly labelled a summary, not the operative text	The rewrite is treated or filed as if it were the contract itself	In a dispute the original wording controls, not the paraphrase, however clear the paraphrase reads
Numbers, dates, and amounts are copied exactly	Figures are rounded or softened ("about 30 days" instead of "30 days")	Rounding a specific figure for readability changes an enforceable deadline or cap
"Without prejudice" and "jointly and severally" are explained, not deleted	The phrase is cut because it "sounds like legal filler"	These are real legal protections, settlement privilege, the right to claim the whole sum from any one debtor, not filler

Bad rewrite versus better rewrite

Original clause: "Notwithstanding anything to the contrary in this Agreement, the Vendor shall use best endeavours to indemnify and hold harmless the Customer, jointly and severally with its Affiliates, against any Losses, without prejudice to any other right or remedy available to the Customer, to the extent such Losses arise from the Vendor's breach."

Bad rewrite: "The Vendor will try to protect the Customer from any losses caused by its mistakes, along with its related companies."

What is wrong: "shall use best endeavours" (a real, checkable standard) became "will try" (which has none). "Indemnify and hold harmless" became "protect," dropping the statutory basis for what can be recovered. "Jointly and severally" disappeared, so the reader no longer knows the Vendor alone can be made to pay the full amount. "Without prejudice" vanished, wrongly implying this might be the Customer's only remedy. "To the extent" is gone too, so the promise reads broader than it is. And "notwithstanding" is gone, so nobody knows this clause overrides any conflicting one elsewhere.

Better rewrite: "Even if another clause in this contract says something different (notwithstanding), the Vendor must make every effort a genuinely committed business could reasonably make (best endeavours, a real legal standard, not just trying) to compensate the Customer for losses caused by its own breach, and to cover costs the Customer is legally forced to pay a third party or in a settlement (indemnify and hold harmless, under Sections 124 and 125 of the Indian Contract Act). The Customer can claim the full amount from the Vendor alone, from an Affiliate alone, or from both together, and it is for them to sort out contribution among themselves afterward (jointly and severally, Section 43). This is in addition to, not instead of, any other remedy the Customer has (without prejudice). This obligation covers only losses actually caused by the Vendor's breach, not every loss the Customer might suffer for any reason (to the extent)."

What changed: every load-bearing phrase from the original survives, kept in bracketed form or spelled out in full, so the rewrite is genuinely readable without quietly promising something narrower, or wider, than the original. You can mark up a clause like this yourself, flagging each defined term and qualifier as you go, free, in Weave, Adira's browser-based contract tool. For the reading method this glossary slots into, see How to Read and Understand a Contract, and for how capitalised words work as defined terms, see Capitalised Words in a Contract: What They Actually Mean.

US and global contrast

Some jurisdictions go further than India and legally require plain language in specific consumer contexts. New York's General Obligations Law Section 5-702 requires many consumer contracts (residential leases, personal property leases, consumer agreements under a set value) to be "written in a clear and coherent manner using words with common and everyday meanings," with a penalty for non-compliance. Source: NY General Obligations Law 5-702. The UK's Consumer Rights Act 2015, Section 68 requires a written term of a consumer contract to be "transparent," meaning "expressed in plain and intelligible language" and legible. Source: Consumer Rights Act 2015, Section 68. India has no equivalent general statute for commercial contracts; the DPDP Act's plain language duty above is scoped narrowly to consent notices. Nobody is legally required to write your commercial contract in plain English, so the translation step, and getting it right, is on you.

FAQ

Does "indemnify and hold harmless" mean anything different from just "indemnify" under Indian law? Not materially. "Indemnify" has a fixed meaning under Sections 124 and 125 of the Indian Contract Act, 1872. "Hold harmless" is an added American-style phrase; Indian courts read the pairing as one indemnity promise rather than two separate obligations.

Is a plain English summary of a contract legally binding? No. The original signed wording governs in a dispute, not your plain English version and not an AI's version. Treat any plain English rewrite as a reading aid, and always keep it next to, never instead of, the actual clause.

Can I trust an AI tool to paraphrase a contract clause by clause? Only if you prompt it to preserve obligation words ("shall" versus "may"), effort standards ("best" versus "reasonable" efforts), and scoping phrases ("to the extent," "subject to"), rather than smoothing everything into easy, generic sentences. Then run the qualifier check in this guide against the original.

Does "jointly and severally" mean the same as just "jointly"? No. "Jointly" alone can be read as requiring the other side to sue everyone together for their respective shares. "Jointly and severally," and Section 43 of the Indian Contract Act, lets the other side claim the entire amount from any single one of the promisors, leaving that person to seek contribution from the rest afterward.

What does "without prejudice" mean if I see it on an email or letter? It signals the statement is part of an attempt to settle a dispute, and under Section 23 of the Indian Evidence Act, 1872 (now Section 21 of the Bharatiya Sakshya Adhiniyam, 2023), it generally cannot be used later as an admission against the sender if settlement talks fail.

This guide gets you to a plain English version that keeps the original's legal effect intact, and shows you where a casual paraphrase tends to lose it. It does not tell you whether a specific clause in your contract is enforceable, or how a court would read it on your facts, that depends on the exact wording and circumstances, and none of this is legal advice. Talk to a lawyer before you rely on a plain English rewrite, yours or an AI's, for a decision that matters.