Mitigation clause: Copy, customize, and use instantly
Introduction
A mitigation clause requires one party to take reasonable steps to minimize or reduce any damages, losses, or risks that arise from an event or situation covered by the contract. This clause is essential for ensuring that the affected party acts proactively to avoid worsening a situation, protecting both parties from unnecessary harm. It is often included in contracts to limit liability and ensure fairness in case of breaches or unforeseen events.
Below are templates for mitigation clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Mitigation of damages
This variation is used when one party is required to take steps to reduce the damages caused by a breach or other adverse event.
The affected party agrees to take all reasonable steps to mitigate any damages, losses, or expenses arising from the breach of this Agreement. Failure to mitigate damages may reduce the amount of recovery or damages available.
Mitigation of losses due to delay
This variation is used when a party needs to reduce losses resulting from delays in performance or completion of contractual obligations.
The party responsible for the delay shall take all reasonable steps to mitigate any losses caused by the delay, including accelerating performance or finding alternative solutions to meet deadlines, wherever feasible.
Mitigation of breach of contract
This variation applies when a party is required to mitigate the effects of a breach of contract by the other party.
In the event of a breach by either party, the non-breaching party agrees to take reasonable measures to mitigate any resulting losses or harm, including but not limited to seeking alternative solutions to fulfill the obligations of the Agreement.
Mitigation of damage from third-party actions
This variation is used when a party must mitigate damages resulting from third-party actions, such as a vendor or subcontractor.
The affected party agrees to take reasonable steps to mitigate any damage or loss resulting from actions taken by third parties, including notifying relevant authorities, engaging in dispute resolution, and seeking alternative arrangements to minimize the impact.
Mitigation of risks
This variation applies when the parties are obligated to take reasonable actions to mitigate any identified risks in the performance of the contract.
The parties agree to take all reasonable steps to mitigate any risks associated with the performance of this Agreement, including implementing preventative measures and adopting industry-standard best practices to reduce potential harm.
Mitigation of financial loss
This variation focuses on reducing financial losses due to certain events covered by the contract.
The party incurring financial loss due to a breach or other adverse event agrees to take reasonable steps to mitigate the financial impact, including minimizing costs, seeking compensation from third parties, and implementing measures to prevent further loss.
Mitigation of environmental impact
This variation is used in contracts involving environmental considerations, where parties agree to mitigate any negative environmental impacts.
The parties agree to take all reasonable steps to mitigate any environmental impact resulting from the performance of this Agreement, including adhering to all relevant environmental regulations and implementing sustainability practices.
Mitigation of supply chain disruption
This variation applies when the parties need to mitigate the impact of supply chain disruptions on the contract’s performance.
In the event of a supply chain disruption, the affected party agrees to take reasonable steps to mitigate the impact, including sourcing alternative suppliers or materials to prevent delays or shortages from affecting the performance of this Agreement.
Mitigation of loss in business operations
This variation applies when a party must mitigate losses to its business operations due to external or internal disruptions.
The affected party agrees to take reasonable actions to mitigate the loss in business operations resulting from an event covered by this Agreement, including adjusting internal processes, reallocating resources, and minimizing downtime.
Mitigation of loss in intellectual property value
This variation is used in contracts involving intellectual property, where the party must mitigate losses to its IP value.
The party whose intellectual property is affected agrees to take all reasonable steps to mitigate the loss of value, including taking action to prevent infringement, misappropriation, or unauthorized use of the intellectual property.
Mitigation of force majeure effects
This variation applies when force majeure events occur, requiring both parties to take steps to minimize the effects.
In the event of a force majeure event, the affected party agrees to take all reasonable steps to mitigate the effects, including seeking alternatives to perform the obligations under this Agreement and promptly notifying the other party of any difficulties caused by the event.
Mitigation of harm due to non-performance
This variation applies when one party must mitigate harm due to non-performance by another party.
In the event of non-performance by either party, the non-performing party agrees to take all reasonable steps to mitigate the harm caused, including making efforts to perform as soon as possible or compensating the affected party for any resulting damages.
Mitigation of losses in data breach
This variation is used when a data breach occurs, and the affected party must mitigate any losses.
The party affected by the data breach agrees to take all reasonable steps to mitigate any potential losses, including notifying affected individuals, cooperating with authorities, and implementing measures to prevent further breaches.
Mitigation of loss in product recall
This variation is used when a product recall occurs, and the party must mitigate losses associated with it.
In the event of a product recall, the affected party agrees to take reasonable steps to mitigate the financial and reputational losses, including offering refunds, replacements, or other remedies to affected customers.
Mitigation of reputational damage
This variation applies when a party is required to mitigate reputational damage caused by a breach or other negative event.
The party responsible for the event agrees to take all reasonable steps to mitigate any reputational damage, including issuing public statements, clarifying any misunderstandings, and taking corrective actions where necessary.
Mitigation of financial impact from currency fluctuations
This variation applies when currency fluctuations impact the contract’s performance or financial outcome.
The parties agree to take reasonable steps to mitigate any financial impact caused by currency fluctuations, including adjusting pricing terms or hedging against adverse currency movements where applicable.
Mitigation of tax liability
This variation is used when a party must mitigate the impact of tax liabilities arising from the agreement.
The party incurring tax liabilities agrees to take reasonable steps to mitigate the impact, including seeking tax advice, adjusting contractual terms, or utilizing available tax relief options to reduce the burden.
Mitigation of loss due to legal actions
This variation applies when legal actions are taken, and the party must mitigate the resulting losses.
The affected party agrees to take all reasonable steps to mitigate any loss arising from legal actions, including settling disputes, minimizing litigation costs, and taking preventive legal measures.
Mitigation of customer complaints
This variation is used when the contract involves customer satisfaction and the party must mitigate complaints.
The party responsible for customer complaints agrees to take reasonable steps to mitigate the complaints, including offering remedies such as refunds, replacements, or discounts to the affected customers.
Mitigation of damages
This variation is used when a party is required to take steps to reduce the damages caused by a breach or other adverse event. The party that has suffered the damage must act proactively to minimize the extent of harm or loss.
The affected party agrees to take all reasonable steps to mitigate any damages, losses, or expenses arising from the breach of this Agreement. Failure to mitigate damages may reduce the amount of recovery or damages available.
Mitigation of losses due to delay
This variation is used when a party needs to reduce losses resulting from delays in performance or completion of contractual obligations. The party responsible for the delay must take action to prevent further damage.
The party responsible for the delay shall take all reasonable steps to mitigate any losses caused by the delay, including accelerating performance or finding alternative solutions to meet deadlines, wherever feasible.
Mitigation of breach of contract
This variation applies when a party is required to mitigate the effects of a breach of contract by the other party. It helps ensure that the non-breaching party does not suffer unnecessary losses due to the breach.
In the event of a breach by either party, the non-breaching party agrees to take reasonable measures to mitigate any resulting losses or harm, including but not limited to seeking alternative solutions to fulfill the obligations of the Agreement.
Mitigation of damage from third-party actions
This variation is used when a party must mitigate damages resulting from third-party actions, such as a vendor or subcontractor. The affected party must act swiftly to minimize the impact on their interests.
The affected party agrees to take reasonable steps to mitigate any damage or loss resulting from actions taken by third parties, including notifying relevant authorities, engaging in dispute resolution, and seeking alternative arrangements to minimize the impact.
Mitigation of risks
This variation applies when the parties are obligated to take reasonable actions to mitigate any identified risks in the performance of the contract. This ensures that any foreseeable risks are minimized as much as possible.
The parties agree to take all reasonable steps to mitigate any risks associated with the performance of this Agreement, including implementing preventative measures and adopting industry-standard best practices to reduce potential harm.
Mitigation of financial loss
This variation focuses on reducing financial losses due to certain events covered by the contract. The party suffering the financial loss must take steps to minimize the financial damage to themselves.
The party incurring financial loss due to a breach or other adverse event agrees to take reasonable steps to mitigate the financial impact, including minimizing costs, seeking compensation from third parties, and implementing measures to prevent further loss.
Mitigation of environmental impact
This variation is used in contracts involving environmental considerations, where parties agree to mitigate any negative environmental impacts. It helps ensure compliance with regulations and sustainability goals.
The parties agree to take all reasonable steps to mitigate any environmental impact resulting from the performance of this Agreement, including adhering to all relevant environmental regulations and implementing sustainability practices.
Mitigation of supply chain disruption
This variation applies when the parties need to mitigate the impact of supply chain disruptions on the contract’s performance. This ensures that both parties continue to meet their obligations despite disruptions.
In the event of a supply chain disruption, the affected party agrees to take reasonable steps to mitigate the impact, including sourcing alternative suppliers or materials to prevent delays or shortages from affecting the performance of this Agreement.
Mitigation of loss in business operations
This variation applies when a party must mitigate losses to its business operations due to external or internal disruptions. The party must actively work to keep operations running smoothly.
The affected party agrees to take reasonable actions to mitigate the loss in business operations resulting from an event covered by this Agreement, including adjusting internal processes, reallocating resources, and minimizing downtime.
Mitigation of loss in intellectual property value
This variation is used in contracts involving intellectual property, where the party must mitigate losses to its IP value. The party is required to protect and preserve the value of the intellectual property.
The party whose intellectual property is affected agrees to take all reasonable steps to mitigate the loss of value, including taking action to prevent infringement, misappropriation, or unauthorized use of the intellectual property.
Mitigation of force majeure effects
This variation applies when force majeure events occur, requiring both parties to take steps to minimize the effects. It ensures that the parties do not suffer undue losses due to uncontrollable events.
In the event of a force majeure event, the affected party agrees to take all reasonable steps to mitigate the effects, including seeking alternatives to perform the obligations under this Agreement and promptly notifying the other party of any difficulties caused by the event.
Mitigation of harm due to non-performance
This variation applies when one party must mitigate harm due to non-performance by another party. It encourages prompt action to reduce the harm caused by the non-performance.
In the event of non-performance by either party, the non-performing party agrees to take all reasonable steps to mitigate the harm caused, including making efforts to perform as soon as possible or compensating the affected party for any resulting damages.
Mitigation of losses from contractual default
This variation is used when one party defaults on their obligations, requiring the other party to take steps to mitigate any resulting losses. It helps limit the extent of damage caused by a failure to perform.
In the event of a default by either party, the non-defaulting party agrees to take all reasonable steps to mitigate any losses resulting from the default, including seeking alternative performance options or reducing the scope of damages.
Mitigation of loss due to labor disputes
This variation applies when labor disputes disrupt the performance of contractual obligations. The affected party must take steps to minimize the impact on contract fulfillment.
The affected party agrees to take reasonable steps to mitigate any loss arising from labor disputes, including engaging in dispute resolution, hiring temporary workers, or taking other actions to maintain performance under the Agreement.
Mitigation of losses in contract termination
This variation is used when a contract is terminated, and one party must mitigate the losses that arise from the early termination of the agreement.
In the event of early termination of this Agreement, the party terminating the contract agrees to take reasonable steps to mitigate any losses, including minimizing expenses and seeking alternative arrangements for the affected services or products.
Mitigation of losses in case of defective goods
This variation applies when defective goods are provided under the contract, requiring the party receiving the goods to mitigate losses through reasonable actions.
If defective goods are delivered under this Agreement, the receiving party agrees to take reasonable steps to mitigate any losses, including notifying the delivering party, returning defective goods, and seeking replacement goods or repairs.
Mitigation of liability from breach of confidentiality
This variation applies when there is a breach of confidentiality, and the affected party must mitigate the liability and harm caused by the breach.
In the event of a breach of confidentiality, the breaching party agrees to take reasonable steps to mitigate the harm, including notifying affected parties, limiting disclosure, and providing corrective measures to prevent further breaches.
Mitigation of losses due to market fluctuations
This variation applies when market fluctuations affect the performance of the contract, requiring one party to take steps to mitigate any resulting losses.
The affected party agrees to take reasonable steps to mitigate any losses caused by significant market fluctuations, including renegotiating terms, adjusting pricing, or taking other actions to reduce the financial impact on the Agreement.
Mitigation of damage from regulatory non-compliance
This variation is used when a party is non-compliant with applicable regulations, and the other party must mitigate the damage caused by the non-compliance.
The non-compliant party agrees to take all reasonable steps to mitigate any damage resulting from regulatory non-compliance, including rectifying violations, paying fines, and ensuring future compliance with applicable laws and regulations.
Mitigation of losses due to intellectual property infringement
This variation applies when there is an infringement of intellectual property, and the party whose IP is violated must take steps to mitigate any losses.
In the event of intellectual property infringement, the affected party agrees to take all reasonable steps to mitigate the losses, including pursuing legal remedies, notifying infringing parties, and limiting further damage to the intellectual property.
Mitigation of harm from data breach
This variation is used when a data breach occurs, and the affected party must take steps to mitigate the damage to data and privacy.
In the event of a data breach, the affected party agrees to take all reasonable steps to mitigate the impact, including notifying affected individuals, working with authorities, and implementing stronger security measures to prevent further breaches.
Mitigation of losses due to unforeseen events
This variation applies when unforeseen events, such as natural disasters or economic shocks, disrupt the contract performance. The affected party must mitigate losses by finding alternative ways to fulfill obligations.
The affected party agrees to take all reasonable steps to mitigate any losses arising from unforeseen events, including securing alternative resources, adjusting timelines, and working with other parties to minimize the impact on the performance of this Agreement.
Mitigation of damages in case of non-competition breach
This variation applies when one party breaches non-competition clauses, and the other party must mitigate damages caused by the breach.
In the event of a breach of non-competition provisions, the affected party agrees to take all reasonable steps to mitigate damages, including seeking alternative solutions to maintain business operations or requesting immediate cessation of the breach.
Mitigation of losses due to contract renegotiation
This variation applies when the contract terms need renegotiation, and one party must take steps to mitigate losses during the process.
In the event of renegotiation, the affected party agrees to take reasonable steps to mitigate any losses, including adjusting pricing, delivering partial performance, or finding temporary solutions to meet business needs while renegotiating the Agreement.
Mitigation of risk in cross-border transactions
This variation applies to cross-border agreements, where the parties must take reasonable steps to mitigate risks arising from foreign regulations, currency exchange, or logistics.
The parties agree to take reasonable steps to mitigate risks associated with cross-border transactions, including complying with local laws, adjusting payment terms, and securing adequate insurance to protect against logistical or regulatory risks.
Mitigation of losses from failed investments
This variation applies when investments fail, and the affected party must mitigate the resulting losses from the failed venture.
In the event of failed investments, the investor agrees to take reasonable steps to mitigate any financial loss, including divesting from non-performing assets, securing alternative investment opportunities, and minimizing further capital loss.
Mitigation of harm from social media backlash
This variation applies when a company faces social media backlash, requiring it to mitigate damage to its reputation and operations.
The company agrees to take reasonable steps to mitigate any reputational harm arising from social media backlash, including issuing public statements, addressing complaints, and taking corrective actions to restore its image.
Mitigation of loss from inventory damage
This variation applies when inventory is damaged, and the affected party must mitigate losses by taking corrective actions.
In the event of inventory damage, the affected party agrees to take reasonable steps to mitigate the losses, including disposing of damaged goods, seeking replacement products, and implementing better inventory management practices to avoid further loss.
Mitigation of losses due to non-payment
This variation is used when a party fails to make payments under the contract, and the other party must take steps to mitigate the financial impact.
In the event of non-payment, the affected party agrees to take all reasonable steps to mitigate the financial loss, including pursuing payment through legal means, renegotiating payment terms, or seeking alternative revenue streams.
Mitigation of losses from insufficient insurance coverage
This variation applies when insurance coverage is insufficient to cover losses, requiring the party to mitigate the gap in coverage.
The party agrees to take reasonable steps to mitigate any financial loss resulting from insufficient insurance coverage, including securing additional coverage or pursuing compensation through other means.
Mitigation of damages from unauthorized use of materials
This variation applies when materials are used without authorization, and the affected party must mitigate the damage to prevent further unauthorized use.
In the event of unauthorized use of materials, the affected party agrees to take all reasonable steps to mitigate the damage, including issuing cease-and-desist orders, seeking legal remedies, and preventing further use by unauthorized parties.
Mitigation of damages from contractual non-performance
The party responsible for non-performance agrees to take reasonable steps to mitigate any damages resulting from their failure to perform, including finding alternative means to fulfill obligations or reducing the scope of the damages.
Mitigation of loss due to regulatory changes
The affected party agrees to take all reasonable steps to mitigate the loss resulting from changes in relevant laws or regulations, including adjusting operations or seeking regulatory compliance alternatives to prevent further financial harm.
Mitigation of damages from defective services
In the event of defective services being provided, the affected party agrees to take reasonable steps to mitigate any damages, including requesting re-performance of services or seeking compensation for damages incurred.
Mitigation of risk from technological failure
The party experiencing technological failure agrees to take reasonable steps to mitigate any resulting damages, including restoring systems, securing backup solutions, and preventing further disruptions in service.
Mitigation of losses from breach of confidentiality
The breaching party agrees to take all reasonable steps to mitigate any loss resulting from the breach of confidentiality, including notifying affected parties, limiting further disclosure, and taking corrective measures to prevent future violations.
Mitigation of losses from price fluctuations
In the event of significant price fluctuations that impact the performance of this Agreement, the affected party agrees to take reasonable steps to mitigate any losses, including renegotiating terms or adjusting the scope of the Agreement to accommodate the changes.
Mitigation of loss in case of product recall
The affected party agrees to take reasonable steps to mitigate losses resulting from a product recall, including retrieving the affected products, compensating customers, and adjusting manufacturing practices to avoid future recalls.
Mitigation of financial impact from delayed shipments
In the event of delayed shipments, the affected party agrees to take all reasonable steps to mitigate any financial impact, including offering expedited shipping, substituting goods, or adjusting payment terms to minimize disruptions.
Mitigation of losses from copyright infringement
The party whose copyright is infringed agrees to take reasonable steps to mitigate any financial or reputational losses resulting from the infringement, including pursuing legal action, issuing cease-and-desist notices, and preventing further unauthorized use.
Mitigation of damages from a failed merger or acquisition
The affected party agrees to take reasonable steps to mitigate damages arising from the failure of a merger or acquisition, including seeking alternative buyers, renegotiating terms, or minimizing financial losses during the process.
Mitigation of damage from security breaches
In the event of a security breach, the affected party agrees to take immediate action to mitigate any damage, including notifying affected parties, strengthening security measures, and taking steps to prevent similar breaches in the future.
Mitigation of harm from reputational damage
The party responsible for reputational damage agrees to take all reasonable steps to mitigate the harm, including issuing public statements, addressing the issue with affected parties, and taking actions to restore the affected party's reputation.
Mitigation of losses from supply chain interruptions
The affected party agrees to take reasonable steps to mitigate losses caused by supply chain interruptions, including finding alternative suppliers, adjusting production schedules, and ensuring that affected orders are fulfilled as soon as possible.
Mitigation of risk from environmental hazards
The parties agree to take all reasonable steps to mitigate any risks arising from environmental hazards, including adhering to safety standards, conducting risk assessments, and implementing measures to minimize the environmental impact of their operations.
Mitigation of damage from delay in delivery
The party responsible for delayed delivery agrees to take reasonable steps to mitigate any damage caused by the delay, including offering compensatory measures, expediting the delivery, or adjusting contract terms to minimize the financial impact on the other party.
Mitigation of losses from loss of key personnel
In the event of the loss of key personnel, the affected party agrees to take all reasonable steps to mitigate the impact, including hiring replacements, redistributing responsibilities, and maintaining business continuity through temporary solutions.
Mitigation of harm from unforeseen market conditions
The parties agree to take reasonable steps to mitigate any harm arising from unforeseen market conditions, including adjusting prices, renegotiating terms, or implementing strategies to minimize the impact on business performance.
Mitigation of damages from late payment
The party responsible for late payment agrees to take all reasonable steps to mitigate any damage caused by the delay, including paying interest or penalties, negotiating new payment terms, or offering compensatory measures to the affected party.
Mitigation of damages from intellectual property misappropriation
The affected party agrees to take reasonable steps to mitigate the damages from misappropriation of intellectual property, including recovering the property, seeking legal remedies, and limiting any ongoing misuse.
Mitigation of losses from governmental restrictions
In the event of governmental restrictions affecting the performance of this Agreement, the affected party agrees to take reasonable steps to mitigate the losses, including seeking exemptions, adjusting operations, or pursuing compensation where applicable.
Mitigation of damage from product defect claims
The party responsible for product defects agrees to take all reasonable steps to mitigate any damage caused by claims related to the defects, including offering repairs, replacements, or refunds to the affected customers.
Mitigation of risk from cybersecurity threats
The affected party agrees to take reasonable steps to mitigate risks from cybersecurity threats, including strengthening digital security measures, conducting regular audits, and implementing immediate corrective actions following a breach.
Mitigation of losses from global economic downturn
The parties agree to take reasonable steps to mitigate any losses caused by a global economic downturn, including reducing operating costs, renegotiating contracts, or diversifying revenue sources to ensure business continuity.
Mitigation of losses from personal injury claims
In the event of personal injury claims arising from the performance of this Agreement, the party responsible agrees to take all reasonable steps to mitigate the losses, including offering settlements, providing compensation, and preventing future injuries.
Mitigation of losses from technical failure in critical systems
The affected party agrees to take all reasonable steps to mitigate any losses caused by technical failures in critical systems, including fixing the technical issues, securing backup solutions, and restoring systems as quickly as possible.
Mitigation of losses due to ineffective marketing
The party responsible for ineffective marketing campaigns agrees to take reasonable steps to mitigate any losses, including revising the marketing strategy, offering refunds or discounts, or launching a follow-up campaign to recover lost business.
Mitigation of damages from breach of exclusivity agreement
In the event of a breach of an exclusivity agreement, the affected party agrees to take reasonable steps to mitigate the damages, including seeking alternative suppliers or customers, and adjusting business operations to reduce the impact of the breach.
Mitigation of damage from non-disclosure agreement violation
The violating party agrees to take reasonable steps to mitigate any damage resulting from the violation of a non-disclosure agreement, including halting further disclosure, recovering disclosed information, and preventing additional breaches.
Mitigation of losses from vendor non-performance
The affected party agrees to take reasonable steps to mitigate losses resulting from vendor non-performance, including sourcing alternative vendors, adjusting timelines, or seeking compensatory remedies to address any gaps caused by the vendor’s failure.
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.