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Independent obligations clause: Copy, customize, and use instantly

Introduction

An independent obligations clause ensures that each party's obligations under the agreement are separate and independent from the other party’s obligations. It makes clear that the failure to perform one obligation does not excuse or affect the performance of other obligations. This clause is important in maintaining the enforceability of individual terms and ensuring that one party's breach does not nullify other parties' obligations.

Below are templates for independent obligations clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.

Standard independent obligations clause

This version defines the independence of obligations between the parties.

The obligations of each party under this Agreement are independent of the other party’s obligations. The failure of one party to perform any obligation under this Agreement shall not relieve the other party from performing its own obligations.

Independent obligations clause with financial obligations

This version applies to financial obligations.

Each party’s financial obligations under this Agreement are independent of the other party’s obligations. Failure by one party to pay any amount due shall not affect the obligation of the other party to perform its own duties under this Agreement.

Independent obligations clause with non-performance

This version specifies that non-performance does not affect other obligations.

The non-performance by either party of any obligation under this Agreement shall not release the other party from the performance of its own obligations, and each party shall be obligated to fulfill its own duties, regardless of the other party's non-performance.

Independent obligations clause with survival provisions

This version includes survival provisions to clarify ongoing obligations after termination.

The obligations under this Agreement shall remain independent even after the termination or expiration of this Agreement. Each party’s obligations that are specified to survive termination shall continue to be enforceable independently.

Independent obligations clause with joint and several liability

This version clarifies that parties’ obligations are independent, but they may also be held jointly liable.

The obligations of each party under this Agreement are independent. Notwithstanding, if any obligation is shared between the parties, each party shall be jointly and severally liable for fulfilling the respective obligations.

Independent obligations clause with non-compete

This version addresses independent non-compete obligations.

The non-compete obligations of the parties under this Agreement are independent, and the failure of one party to comply with its obligations under the non-compete clause shall not relieve the other party from adhering to its own non-compete obligations.

Independent obligations clause with waiver provision

This version includes a waiver provision to preserve independent obligations.

The waiver or failure to enforce any provision of this Agreement by either party shall not affect the performance of other independent obligations, and any waiver must be made in writing and does not affect the continued obligation of the parties.

Independent obligations clause with confidentiality provisions

This version addresses independent confidentiality obligations.

The confidentiality obligations of each party under this Agreement are independent and continue regardless of any other non-performance. Each party must independently comply with the confidentiality terms set forth in this Agreement.

Independent obligations clause for specific performance

This version clarifies that specific performance obligations are independent.

Each party’s obligation to perform specific actions or deliverables under this Agreement is independent of the other party’s performance. A failure by one party to perform its obligations does not excuse the other party from its obligations under this Agreement.

Independent obligations clause for indemnity obligations

This version applies to indemnity obligations.

The indemnity obligations under this Agreement are independent of the other provisions of the Agreement. The failure of one party to perform its other obligations shall not excuse its responsibility to indemnify the other party as specified in the Agreement.

Independent obligations clause with operational duties

This version clarifies independent operational duties of the parties.

Each party’s operational duties under this Agreement are independent, and the failure of one party to meet any specific duty shall not affect the obligation of the other party to perform its operational tasks.

Independent obligations clause with service delivery

This version applies to service delivery obligations.

The obligations regarding service delivery are independent, and the failure by one party to meet its service-related obligations shall not relieve the other party from fulfilling its own service delivery obligations.

Independent obligations clause with delivery of goods

This version addresses independent delivery obligations for goods.

The obligation to deliver goods is independent for each party. A delay or failure by one party in delivering goods shall not affect the obligation of the other party to fulfill its delivery terms.

Independent obligations clause with contractual enforcement

This version addresses the independent enforcement of contract provisions.

The obligations of both parties under this Agreement are independent, and the failure by one party to perform any obligation shall not affect the other party's right to enforce its own obligations under this Agreement.

Independent obligations clause with warranties

This version applies to independent warranty obligations.

The warranty obligations of each party under this Agreement are independent, and a breach of any other provision does not affect the warranty obligations specified.

Independent obligations clause with specified deadlines

This version applies to obligations subject to deadlines.

The obligations subject to specific deadlines under this Agreement are independent, and the failure of one party to meet its deadline shall not excuse the other party from fulfilling its deadlines.

Independent obligations clause for post-termination duties

This version applies to duties after the Agreement ends.

The independent obligations set forth in this Agreement, including post-termination duties such as confidentiality or indemnification, remain effective after the termination or expiration of this Agreement.

This version clarifies obligations that require mutual consent.

The obligations requiring mutual consent under this Agreement remain independent of each other, meaning the failure of one party to obtain consent shall not affect the other party’s ability to perform their independent duties.

Independent obligations clause for separate indemnities

This version clarifies separate indemnity obligations.

The indemnity obligations of each party are independent of one another. A failure by one party to perform its indemnity obligations shall not impact the other party’s independent indemnity obligations.

Independent obligations clause for intellectual property

This version applies to independent intellectual property obligations.

The intellectual property obligations under this Agreement are independent, and a breach by one party of any intellectual property provision shall not affect the other party’s obligations related to intellectual property.

Independent obligations clause for breach resolution

This version applies to breach resolution independently.

The resolution of a breach by one party under this Agreement shall not affect the continued obligation of the other party to perform its duties independently, as outlined in the Agreement.

This version applies to security-related obligations.

The security-related obligations outlined in this Agreement are independent of other duties, and the failure by one party to fulfill its security obligations shall not affect the other party’s independent security-related obligations.

Independent obligations clause with financial disclosures

This version applies to independent financial disclosure obligations.

The obligation to provide financial disclosures under this Agreement is independent, and the failure by one party to submit disclosures shall not affect the other party’s responsibility to fulfill its disclosure requirements.

Independent obligations clause with performance guarantees

This version applies to independent performance guarantees.

Each party's performance guarantees under this Agreement are independent. The failure of one party to meet its performance guarantee shall not absolve the other party from performing its own independent guarantees.

Independent obligations clause for regulatory compliance

This version applies to independent regulatory compliance obligations.

The regulatory compliance obligations under this Agreement are independent, and failure by one party to comply with regulations shall not relieve the other party from meeting its own compliance obligations.

Independent obligations clause for non-payment

This version applies to non-payment obligations.

The obligation to make payments under this Agreement is independent, and the failure of one party to make timely payments shall not impact the other party’s obligation to fulfill its own financial responsibilities.

Independent obligations clause for exclusivity provisions

This version applies to independent exclusivity provisions.

The exclusivity obligations under this Agreement are independent, and a breach of exclusivity by one party shall not affect the continued exclusive obligations of the other party.

Independent obligations clause for third-party agreements

This version applies to third-party agreements that remain unaffected by other obligations.

Any third-party obligations under this Agreement are independent of the parties' primary obligations. Failure by one party to meet its primary obligations shall not relieve the party from fulfilling third-party commitments.

Independent obligations clause with dispute resolution

This version applies to independent dispute resolution obligations.

Any obligations related to dispute resolution under this Agreement are independent, and failure by one party to comply with any dispute resolution process shall not excuse the other party from its independent obligations to resolve disputes.

Independent obligations clause for termination conditions

This version applies to termination obligations.

The obligations related to termination, such as return of property or settlement of payments, are independent and shall survive the termination of this Agreement, regardless of any other non-performance.

Independent obligations clause for breach of confidentiality

This version applies to independent confidentiality obligations.

Confidentiality obligations under this Agreement shall remain independent, and a breach of any other provision shall not release the parties from their independent confidentiality duties.

Independent obligations clause with performance tracking

This version applies to obligations requiring performance tracking.

The performance tracking obligations in this Agreement are independent of any other party obligations, and the failure to track or report performance shall not affect the other party’s independent performance-related obligations.

Independent obligations clause with personnel duties

This version applies to personnel-related duties that remain unaffected by others.

The personnel-related obligations of each party, including hiring and training requirements, are independent of each other and shall remain enforceable even if one party fails to meet other obligations.

Independent obligations clause for insurance coverage

This version applies to independent insurance obligations.

The insurance coverage requirements under this Agreement are independent, and the failure by one party to maintain its required insurance shall not relieve the other party of its independent insurance obligations.

Independent obligations clause for audit rights

This version applies to independent audit rights.

The rights to audit provided in this Agreement are independent of other obligations, and a failure to comply with any audit provisions shall not impact other independent duties under the Agreement.

Independent obligations clause for non-solicitation

This version applies to independent non-solicitation obligations.

The non-solicitation obligations under this Agreement are independent, and a failure by one party to honor its non-solicitation duties shall not affect the continued enforcement of the other party’s non-solicitation obligations.

Independent obligations clause for compliance reporting

This version applies to compliance reporting obligations.

The obligation to report compliance with applicable laws under this Agreement is independent, and failure by one party to submit the required compliance report shall not excuse the other party from its own independent compliance reporting obligations.

Independent obligations clause for provision of support

This version applies to independent support obligations.

The obligation to provide support or maintenance services under this Agreement is independent, and any failure by one party to provide support shall not affect the other party’s obligation to fulfill its own support obligations.

Independent obligations clause for confidentiality during dispute resolution

This version applies to confidentiality obligations during dispute resolution.

Confidentiality obligations during any dispute resolution process under this Agreement are independent, and the breach of confidentiality by one party shall not relieve the other party from continuing to comply with its own confidentiality duties.

Independent obligations clause with intellectual property rights

This version applies to independent intellectual property rights obligations.

The intellectual property obligations under this Agreement are independent, and any breach of other terms shall not affect the continuation of each party’s intellectual property rights under this Agreement.

This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.

Last updated 14 Feb 2025