Another distinguishable distinction for our purposes is that of law professors Ian Macneil and Paul Gudel. You divide order planning into two main dimensions: performance planning and risk planning. [2] The first dimension concerns the content of the relationship, in order to ensure a harmonious and effective performance and achievement of the parties` objectives. The second dimension concerns risks and contingencies: contractual conditions relating to remedial measures, limitations of liability, compensation, dispute resolution, etc. Active clauses and performance planning should not be isolated from passive clauses and risk planning. While the former appear to be in the field of business and project leaders and the latter in the field of legal and risk management professionals, they are all interconnected and their use should be synchronized. Otherwise, there is a real risk that, like Stewart Macaulay, there will be a huge gap between the written treaty (”the paper deal”) and the real deal. [3] One perspective on contractual clauses is to consider them as ”active” or ”passive.” This distinction, introduced by the IACCM[1], is based on whether the concept of resources or measures is necessary or whether it only comes into force if something happens or does not happen. Active clauses are a matter of performance: the actions and roles that need to be executed to achieve things. They create obligations that must be met. For example, payment and delivery conditions are ”active”: they create specific obligations that require resources and support measures.

On the other hand, passive clauses usually only occur when these obligations are not met – for example, if the benefit is not done at all, in the right way or at the right time. Passive clauses deal with issues such as commitments, remedial measures and cases of force majeure. Passive, com. All the money you`re indebted to. It is used as opposed to activity. (q.v.) Active liabilities are those that can be used to provide assets to a merchant to pay those he owes, called liabilities.