Translate a commercial contract into Italian

What changes when a contract moves into Italian

Italian runs slightly longer than English and close to French, so a 14-page agreement usually keeps its pagination and signature blocks without drastic reflow. The real changes are in structure and conventions.

• Recitals: "Whereas" becomes Premesso che, followed by the standard bridge Tutto ciò premesso, le Parti convengono e stipulano quanto segue.
• Register: the polite Lei does not belong in the body of a contract. Obligations are written in the third person, in the present or with dovrà: Il Fornitore si impegna a consegnare…, Il Cliente dovrà corrispondere…. Use Lei only in the covering email.
• "Shall": English contracts rely on it; Italian does not mirror it word for word, and a literal rendering of every "shall" reads as foreign.
• Figures: full stop for thousands, comma for decimals (1.250,00 €); sums are often repeated in words as euro diecimila/00.
• Dates: lower-case months and an ordinal first day: il 1° marzo 2025.
• Accents: è (is) differs from e (and); in capitals write È, not E'.

Legal concepts that do not map one to one

A contract governed by English, French or another law remains so once translated, unless it says otherwise. The Italian must convey the original concept without swapping in a neighbouring Italian one.

• Deposits: a deposit that lets a party withdraw by forfeiting it is closer to a caparra penitenziale; a caparra confirmatoria works differently; a mere advance payment is an acconto. This is the costliest slip to miss.
• Liquidated damages: often rendered as clausola penale, but the two are not identical in effect; check how the clause reads.
• Termination for breach: an express termination clause becomes clausola risolutiva espressa.
• Company names: "Smith Ltd" or "Dupont SAS" stays as it is. Converting it to S.r.l. or S.p.A. names a different legal entity.
• Jurisdiction: becomes a foro competente clause; court names are kept in the original.

A point specific to Italy: where a contract is a standard form offered for signature, the Italian Civil Code (articles 1341 and 1342) requires specific written approval of certain onerous clauses, which is why Italian contracts often carry a second signature at the end. Translation does not create that mechanism; ask counsel if Italian law may apply.

What Manuce returns, and what it does not do

Your contract is processed by Thémis, the engine specialised in legal texts. You get the same file back, in Italian:

• in its original format (Word, PDF, PowerPoint, Excel, plain text, Markdown, HTML, RTF or CSV), layout included: clause numbering, schedule tables, headers and footers;
• within minutes for a typical document of around 5,000 words, then stored in your client area.

What Manuce does not do:

• No sworn translation. If an Italian court or authority requires a traduzione asseverata, you need an authorised translator.
• No reading of scanned PDFs: a signed and scanned contract with no selectable text is not read. Send the Word file or the original exported PDF.
• No client glossary or translation memory. To check that a defined term comes out as you expect, look at the free extract, then at the full translation.

For a contract meant to be signed, the Professional level is designed to be sent on; Premium adds a cross-review.

Preparing the file and checking the Italian

Before uploading:

• accept or reject tracked changes and remove internal comments, so only the agreed wording is translated;
• make sure defined terms are consistent in the source: if clause 1 defines "the Supplier", clause 9 should not speak of "the Seller".

For the free extract, pick the definitions or liability clause: it shows how "the Customer", "the Goods" or "the Price" are rendered.

After delivery, check:

1. defined terms stay identical and capitalised throughout (il Fornitore, le Parti);
2. amounts in figures and in words, and any penalty percentages;
3. time limits: "within 30 days of the end of the month" should read 30 giorni fine mese, not a plain 30-day period;
4. internal cross-references ("pursuant to clause 7.2");
5. a prevailing-language clause if both versions are signed, for example In caso di discordanza, prevarrà la versione inglese.

For a significant commitment, a review by an Italian-speaking lawyer remains good practice.

In practice

1. Export the final contract as Word or a text-based PDF, not a scan.
2. Upload it: the quote appears at once, based on the exact word count.
3. Read the free extract, ideally the definitions clause, then pay.
4. Download the Italian contract in its original format and check defined terms, amounts, dates and cross-references.