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Whereas: Definition, Example and Related Terms

What is a Whereas ?

The term 'Whereas' is often used in commercial contracts to introduce a statement or fact. It can be thought of as a kind of 'because.' It sets the stage for the rest of the contract by explaining the reasons why the parties are entering into the agreement. It's like the 'Once upon a time...' at the beginning of a fairy tale.

Whereas clauses help to define the context or background of the agreement, and they often appear at the very beginning of a contract. They usually explain the purpose or intent of the contract, describe the parties, or lay out important facts or assumptions.

Although 'Whereas' clauses might seem boring or unimportant, they play a very important role in making sure everyone understands the contract in the same way.


  • Scenario Description
    A company wants to hire a consultant to help improve its marketing. Before the details of what the consultant will do and how much they will be paid, the contract might start with a Whereas clause like this: 'Whereas, the Company desires to engage the services of the Consultant to provide marketing consulting services...'. This Whereas clause is explaining the reason why the contract is being made: because the company wants the consultant's help with marketing.
    Two companies are entering into a partnership to develop new technology together. The contract might start with a Whereas clause like this: 'Whereas, the parties wish to collaborate in the development of new technology...'. This Whereas clause is setting out the purpose of the contract: to set up a partnership for developing technology.

Related terms