Core contract language · Working
Penalty clause
Also called: contractual penalty
ELI5
A clause imposing a disproportionate consequence for breach and potentially unenforceable under some laws.
Used in conversation
“Do not describe penalty clause as agreed until the operative document says so.”
Pitch context
You will see “Penalty clause” in board papers, contracts, policies, risk registers and compliance reports when the discussion reaches core contract language.
Why it matters: In core contract language, a loose definition can change rights, obligations, approval, disclosure or enforceability.
Caution
Meaning, enforceability and required process vary by jurisdiction and agreement; this definition is not legal advice.
Sources & evidence · 4
Direct term-level sources and supporting source families.
- OECD — G20/OECD Principles of Corporate Governance 2023Direct source · institutional · checked 2026-08-16
- U.S. Acquisition.gov — Federal Acquisition Regulation Part 15 — Contracting by NegotiationDirect source · primary · checked 2026-08-16
- U.S. Securities and Exchange Commission — EDGAR and filing resourcesSupporting source family · primary · checked 2026-08-16
- National Institute of Standards and Technology — Computer Security Resource Center GlossarySupporting source family · primary · checked 2026-08-16