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Omissions clause: Copy, customize, and use instantly

Introduction

An omissions clause specifies the scope and responsibility for any omissions that may occur in the performance of an agreement. It defines the limits of liability for omissions, outlining how any unintentional exclusions or failures to perform should be handled and the remedies available to the parties.

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

General omissions clause

This variation applies broadly to omissions in the performance of the agreement.

The parties acknowledge that neither party shall be held liable for any omissions or failure to perform under this Agreement, provided that such omissions were not intentional and occurred despite reasonable efforts to perform in good faith. In the event of an omission, the affected party must promptly notify the other party and take steps to correct the omission within a reasonable timeframe.

Omissions due to oversight

This variation applies when omissions occur due to oversight.

In the event of any omission arising from an oversight or inadvertent error, the party responsible for the omission shall notify the other party promptly and take all reasonable steps to correct the oversight. Such omissions shall not constitute a breach of this Agreement, provided the correction is made without undue delay.

Omissions with no liability for non-material omissions

This variation applies to minor omissions with no liability.

The parties agree that no liability shall arise for any omissions that do not materially affect the performance of the Agreement. If such omissions are discovered, the party responsible shall rectify them promptly, but no financial or other penalties shall apply unless the omission causes significant harm to the other party.

This variation applies when omissions involve failure to provide necessary information or documentation.

If either party fails to provide any required information or documentation, or omits any material facts necessary for the other party to fulfill its obligations under this Agreement, the responsible party must promptly supply the missing information or documentation upon discovery of the omission. Such omissions shall not be considered a breach unless they cause significant delay or harm.

Omissions clause with corrective action

This variation includes a requirement for corrective action after omissions.

In the event of an omission under this Agreement, the responsible party must take immediate corrective action to remedy the omission. The non-defaulting party shall not be entitled to damages unless the omission leads to material harm or delay that cannot be resolved through corrective action.

Omissions clause with indemnity for third-party claims

This variation applies when omissions lead to third-party claims.

If an omission by either party leads to a third-party claim or legal action, the party responsible for the omission shall indemnify and hold the other party harmless from any liability, including legal fees, court costs, and damages, arising from the third-party claim.

Omissions clause for omissions during contract performance

This variation applies to omissions occurring during the performance of contract duties.

Any omission by either party during the performance of this Agreement shall be promptly addressed upon discovery. The party responsible for the omission must take corrective action to ensure that the performance of the contract is not negatively impacted. If the omission leads to delays, the timeline for performance shall be adjusted accordingly.

Omissions clause with waiver of liability

This variation waives liability for omissions in certain circumstances.

The parties agree that no liability shall be imposed for omissions that occur despite reasonable efforts to comply with the terms of this Agreement, provided that such omissions are promptly rectified. Neither party shall be held liable for omissions that do not cause significant harm or financial loss to the other party.

Omissions in the context of contract renewal

This variation applies when omissions affect contract renewal.

If an omission is discovered before the renewal of this Agreement, the party responsible for the omission must correct it before the renewal is finalized. Failure to correct such omissions may result in the termination of the contract or modification of its terms at the discretion of the non-defaulting party.

This variation applies to omissions related to the delivery of goods or services.

In the event of an omission in the delivery of goods or services, the responsible party must immediately notify the other party and take all necessary steps to ensure that the goods or services are delivered correctly and promptly. Delays or omissions in delivery shall not constitute a breach of the Agreement unless they materially affect the recipient party's ability to perform its obligations.

Omissions due to clerical errors

This variation applies when omissions occur due to clerical errors.

In the event of an omission caused by clerical or administrative errors, the responsible party must immediately notify the other party upon discovery of the omission. Such errors will be corrected promptly, and no penalties will apply unless the omission results in significant delay or harm.

Omissions clause for failure to comply with statutory requirements

This variation applies when omissions occur due to non-compliance with statutory or regulatory requirements.

If an omission occurs due to a failure to comply with statutory, regulatory, or legal requirements, the responsible party must correct the omission within a reasonable time frame. If the omission results in fines or penalties, the responsible party shall bear the cost of such fines, unless caused by the other party’s actions or failure to notify.

Omissions clause with mitigation requirement

This variation applies when an omission requires mitigation.

If an omission occurs under this Agreement, the responsible party must immediately mitigate the effects of the omission and notify the other party. Mitigation efforts must be reasonable and must not cause unnecessary delays or additional costs to the other party.

Omissions due to failure to fulfill conditions precedent

This variation applies when omissions occur due to failure to fulfill conditions precedent.

If a delay or omission occurs due to the failure of either party to fulfill a condition precedent under this Agreement, the responsible party must remedy the omission and notify the other party. The timeline for performance will be extended based on the time required to meet the condition precedent.

Omissions clause for unintentional failure to meet obligations

This variation applies to omissions due to an unintentional failure to meet obligations.

If an omission occurs due to an unintentional failure to meet any obligation under this Agreement, the responsible party must notify the other party promptly. The responsible party agrees to take reasonable steps to remedy the omission as quickly as possible, and the non-defaulting party shall not be entitled to damages unless the omission causes significant harm.

Omissions in financial or accounting documents

This variation applies when omissions occur in financial or accounting documents.

If any omission is found in the financial or accounting documentation provided under this Agreement, the responsible party shall correct the omission promptly and resubmit the corrected documents. If the omission leads to a delay in payments or financial reporting, the affected party shall notify the other party immediately.

Omissions clause for omissions of essential terms

This variation applies when essential terms are omitted from the agreement.

If an essential term or condition is omitted from this Agreement by mistake, the parties agree to immediately amend the Agreement to include the missing terms. The omission shall not affect the enforceability of the Agreement as a whole, and the amendment will be made with mutual consent and no additional cost.

Omissions clause for omission of key contractual obligations

This variation applies to omissions of key obligations that impact contract performance.

If a key contractual obligation is omitted from this Agreement, the responsible party must promptly correct the omission and notify the other party. Such omissions, unless remedied in a timely manner, may delay performance or lead to termination of this Agreement at the discretion of the non-defaulting party.

Omissions clause for unintentional failure in performance deadlines

This variation applies when omissions lead to a failure in performance deadlines.

If an omission results in a failure to meet performance deadlines, the affected party must notify the other party promptly. The timeline for completing the obligations under this Agreement shall be extended by the duration of the delay caused by the omission, and no penalties will apply unless the delay significantly impacts the other party’s operations.

Omissions due to incorrect interpretation of contract terms

This variation applies when omissions arise from the incorrect interpretation of contract terms.

If an omission occurs due to a misinterpretation of the terms of this Agreement, the responsible party must promptly notify the other party and take immediate steps to remedy the omission. Such omissions will not be considered a breach of the Agreement, provided they are corrected without significant delay or damage.

Omissions due to failure to review documentation

This variation applies when omissions occur due to failure to properly review documentation.

If an omission arises from a failure to review required documentation thoroughly, the responsible party must notify the other party and promptly correct the omission. The responsible party shall bear the costs of any additional reviews or updates required to resolve the omission.

Omissions in contractual deliverables

This variation applies to omissions in the agreed deliverables under the contract.

If any deliverable specified in this Agreement is omitted due to oversight or failure to complete, the party responsible for the omission must notify the other party promptly and provide a corrected deliverable within [specific time frame, e.g., 15 days] at no additional cost to the non-defaulting party.

Omissions due to delayed approvals

This variation applies when omissions are caused by delays in obtaining necessary approvals.

If a delay or omission occurs due to the delay in obtaining necessary approvals or consents from any third party or government authority, the responsible party must notify the other party of the cause of the delay. The timeline for performance shall be extended based on the time required to obtain the necessary approvals.

Omissions for unintentional non-disclosure

This variation applies to omissions related to non-disclosure of required information.

If an omission occurs due to the unintentional failure to disclose required information, the responsible party must notify the other party immediately. The non-defaulting party may request an amendment or correction of the omission, and the responsible party will provide the necessary information without undue delay.

Omissions for incomplete records or reports

This variation applies when omissions occur due to incomplete records or reports.

If an omission is found in the records or reports submitted under this Agreement, the responsible party must promptly correct the omission and submit a complete version. The non-defaulting party may request an extension for the correction if the omission is not material to the performance of the Agreement.

Omissions in the scope of work

This variation applies when omissions occur in the scope of work.

If an omission arises in the scope of work outlined in this Agreement, the responsible party must notify the other party and promptly amend the scope to include the omitted tasks or services. The affected party may request an extension to the completion deadline to account for the omitted work.

Omissions clause for failure to meet contractual milestones

This variation applies when omissions cause delays in meeting contractual milestones.

If an omission causes a delay in meeting a specified milestone under this Agreement, the party responsible for the omission must notify the other party and take reasonable steps to remedy the omission. The timeline for meeting the milestone shall be adjusted based on the time needed to correct the omission.

This variation applies when omissions occur due to failure to update legal or compliance information.

If an omission occurs due to the failure to update or provide required legal or compliance information under this Agreement, the responsible party must correct the omission as soon as possible. The non-defaulting party may require the responsible party to take corrective action at their own cost, including providing the updated legal or compliance information promptly.

Omissions in providing performance data or metrics

This variation applies when performance data or metrics are omitted.

If the responsible party fails to provide required performance data or metrics under this Agreement, they must notify the other party promptly and submit the necessary data. The non-defaulting party may extend the performance deadline or request corrective action to address the omission.

Omissions due to failure to include necessary terms

This variation applies when necessary terms are omitted from the agreement.

If any necessary terms are omitted from this Agreement due to an error or oversight, the party responsible for the omission must notify the other party immediately. The missing terms will be added by mutual agreement, and the Agreement will be amended accordingly to reflect the corrections.

Omissions in delivering agreed-upon services

This variation applies when agreed-upon services are omitted.

If an omission occurs in the delivery of services outlined in this Agreement, the responsible party must promptly notify the other party. The timeline for delivering the omitted services shall be extended based on the time required to correct the omission, with no additional cost to the other party.

Omissions clause for data or document submission errors

This variation applies to omissions related to data or document submission.

If an omission arises from an error in submitting required data or documents under this Agreement, the responsible party shall immediately provide the correct data or documents. If the omission causes a delay, the timeline for completion will be adjusted accordingly.

Omissions due to delays in providing necessary approvals

This variation applies to delays caused by omissions in providing necessary approvals.

If a delay occurs due to the failure of one party to provide necessary approvals or consents, the responsible party must promptly notify the other party. The performance deadline shall be extended by the time required to obtain the necessary approvals.

Omissions for failure to provide required warranties or guarantees

This variation applies when omissions occur in providing warranties or guarantees.

If any warranty or guarantee required under this Agreement is omitted, the responsible party shall promptly notify the other party and provide the missing warranty or guarantee. The parties will then adjust the Agreement to include the omitted provisions.

This variation applies when omissions occur in providing performance or completion certifications.

If an omission arises due to failure to provide necessary performance or completion certifications under this Agreement, the responsible party must notify the other party and provide the required certifications as soon as possible. Any delays caused by the omission will be taken into account in the revised schedule.

Omissions for unintentional errors in project timelines

This variation applies when omissions result in errors in project timelines.

If an omission causes an error in the timeline of the project or the performance of obligations under this Agreement, the responsible party must notify the other party immediately. The timeline will be adjusted to accommodate the delay caused by the omission, and no penalties will be imposed if the delay is remedied in a reasonable timeframe.

Omissions in relation to contract termination procedures

This variation applies when omissions affect contract termination procedures.

If an omission affects the procedure for terminating this Agreement, the party responsible for the omission must immediately notify the other party and take corrective action to ensure the termination process is carried out in compliance with the terms of the Agreement.

This variation applies when specific deliverables or results are omitted.

If a specific deliverable or result, as outlined in the Agreement, is omitted, the party responsible must notify the other party immediately. The timeline for delivering the omitted items will be extended as necessary, but the responsible party shall bear any additional costs or delays incurred due to the omission.

Omissions for failure to meet deadlines due to missing information

This variation applies when omissions cause failure to meet deadlines due to missing information.

If an omission of information causes the failure to meet a deadline under this Agreement, the responsible party must notify the other party and provide the missing information. The deadline for performance will be extended based on the time required to provide the necessary information.

Omissions due to failure to meet quality standards

This variation applies when omissions are caused by failing to meet agreed-upon quality standards.

If an omission occurs because the performance of services or delivery of goods fails to meet the agreed-upon quality standards, the responsible party must notify the other party immediately. The responsible party shall take all necessary steps to remedy the omission and ensure that the standards are met, with no additional cost to the non-defaulting party.

Omissions for failure to comply with contract amendments

This variation applies when omissions occur due to failure to comply with contract amendments.

If an omission arises from the failure to comply with any amendments made to this Agreement, the responsible party must promptly notify the other party and correct the omission. The timeline for performance will be extended by the duration of the delay caused by the omission.

This variation applies when omissions involve missing legal or regulatory compliance information.

If a delay or omission occurs due to the failure to provide necessary legal or regulatory compliance information, the responsible party must inform the other party immediately and provide the required information. The timeline for performance will be adjusted based on the time required to gather and submit the necessary compliance information.

Omissions due to incorrect contract execution

This variation applies when omissions result from incorrect contract execution.

If an omission occurs due to an incorrect execution of this Agreement by either party, such as an incomplete or unsigned contract, the responsible party must notify the other party immediately and take corrective action to ensure that the Agreement is properly executed. Any delays resulting from the omission shall be rectified without penalty.

Omissions due to delayed payments or financial transfers

This variation applies when omissions occur due to delayed payments or financial transfers.

If an omission occurs due to the failure to make timely payments or financial transfers required under this Agreement, the responsible party shall immediately notify the other party. The timeline for performance may be extended based on the duration of the payment delay, and the non-paying party may be required to cover any additional costs incurred as a result of the delay.

Omissions for failure to obtain necessary insurance or bonding

This variation applies to omissions caused by failure to secure necessary insurance or bonding.

If an omission occurs due to the failure to obtain the necessary insurance or bonding required under this Agreement, the responsible party shall notify the other party promptly. The responsible party will be required to obtain the necessary insurance or bonding without undue delay, and any impact on performance deadlines will be accounted for in the revised schedule.

Omissions for failure to provide required updates or reports

This variation applies when omissions occur due to failure to provide required updates or reports.

If an omission occurs because the responsible party fails to provide the required updates, reports, or status information as outlined in this Agreement, the party at fault must notify the other party immediately. The non-defaulting party may extend the timeline for performance based on the time needed to provide the missing updates or reports.

Omissions in contractual performance due to missing equipment or resources

This variation applies when omissions are caused by missing equipment or resources.

If performance under this Agreement is delayed due to missing or unavailable equipment, materials, or resources, the responsible party must notify the other party and provide a revised schedule. The delay caused by the unavailability of resources will not constitute a breach if the responsible party takes reasonable steps to resolve the issue promptly.

Omissions for failure to address customer complaints or issues

This variation applies when omissions occur due to failure to address customer complaints or issues.

If an omission arises due to the failure to address customer complaints, issues, or service requests as stipulated in this Agreement, the responsible party must notify the other party promptly and take corrective action. The responsible party will bear any additional costs or damages resulting from the failure to address these issues in a timely manner.

Omissions for failure to conduct necessary training or certifications

This variation applies when omissions occur due to failure to conduct required training or certification.

If an omission occurs because the responsible party fails to conduct necessary training, certification, or educational programs as required by this Agreement, the responsible party must notify the other party immediately and arrange for the training or certification to be completed as soon as possible. Delays caused by this omission will extend the performance timeline.

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.

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