Order of precedence clause: Copy, customize, and use instantly
Introduction
An order of precedence clause sets clear rules for which parts of a contract take priority if there are conflicts. It helps resolve inconsistencies by defining which documents or sections come first, avoiding confusion and disputes. This clause is especially important for contracts with multiple attachments, exhibits, or referenced materials.
Below are order of precedence clause templates tailored to various scenarios. Copy the one you need, customize it, and add it to your contract.
Standard order of precedence clause
This clause provides a straightforward hierarchy for resolving conflicts.
In the event of any conflict or inconsistency between the provisions of this agreement and its appendices, exhibits, or attachments, the terms of this agreement shall prevail. The appendices, exhibits, or attachments will take precedence over any other documents referenced herein unless explicitly stated otherwise.
Detailed order of precedence clause
This clause outlines a specific and comprehensive hierarchy.
If any conflict arises among the provisions of this agreement, the following order of precedence will apply: (i) the main body of this agreement, (ii) any attached schedules, (iii) exhibits, and (iv) referenced external documents. In the event of any conflict within the same category, the most recently executed document will control.
Flexible order of precedence clause
This clause allows for exceptions to the standard hierarchy if agreed upon by the parties.
Unless otherwise agreed in writing, the provisions of this agreement shall govern in the event of any inconsistency with its attachments, exhibits, or referenced documents. The parties may mutually designate specific attachments or exhibits to take precedence over the main body of the agreement.
Exhibit-priority order of precedence clause
This clause prioritizes exhibits over the main agreement.
In the event of a conflict between the provisions of this agreement and its exhibits, the terms of the exhibits shall govern, except where such exhibits explicitly defer to the main body of this agreement. All other referenced documents are subordinate to the agreement and its exhibits.
Government contract order of precedence clause
This clause is tailored for contracts with government entities.
In the event of a conflict between the terms of this agreement, applicable regulations, and referenced documents, the following order of precedence will apply: (i) mandatory government regulations, (ii) the main body of this agreement, (iii) schedules, (iv) exhibits, and (v) referenced documents.
Purchase order order of precedence clause
This clause resolves conflicts in agreements involving purchase orders.
In the event of a conflict between the terms of this agreement and a purchase order issued under it, the terms of the purchase order shall prevail solely with respect to the specific order. All other provisions of this agreement remain in full force and effect.
Industry-standard order of precedence clause
This clause incorporates common industry practices into the hierarchy.
Any conflict among the provisions of this agreement, its appendices, exhibits, or referenced documents will be resolved in accordance with the following hierarchy: (i) this agreement, (ii) appendices, (iii) exhibits, (iv) referenced documents, and (v) industry standards, where applicable.
Custom document priority clause
This clause allows the parties to designate specific documents with overriding priority.
The parties agree that in the event of any conflict or inconsistency, the following documents will take precedence in the specified order: (i) [specific document name], (ii) the main body of this agreement, (iii) exhibits, and (iv) referenced external documents. Any ambiguity not addressed by these documents will be resolved by mutual agreement.
Standard order of precedence clause
This clause resolves conflicts by setting a straightforward hierarchy.
In the event of any inconsistency or conflict between the terms of this Agreement and its schedules, exhibits, or attachments, the terms of this Agreement shall prevail unless explicitly stated otherwise in writing.
Attachment precedence clause
This clause gives priority to specific attachments over the main agreement.
If there is any conflict between the terms of this Agreement and the terms contained in its appendices, schedules, or exhibits, the terms of [specific appendix, schedule, or exhibit] shall control.
Hierarchical order of precedence clause
This clause outlines a detailed hierarchy for resolving conflicts.
In the event of any conflict or inconsistency between the provisions of this Agreement and its related documents, the following order of precedence shall apply: (i) the main body of this Agreement, (ii) any schedules or exhibits, and (iii) any referenced documents or terms.
Specific precedence clause
This clause assigns priority to a particular document.
In the case of a conflict between this Agreement and [specific document], the terms of [specific document] shall prevail to the extent of the conflict.
Supremacy of specifications clause
This clause emphasizes the precedence of technical specifications.
In the event of any conflict between this Agreement and the technical specifications provided in [attachment or schedule], the technical specifications shall govern and control.
Precedence for regulatory compliance clause
This clause gives priority to compliance-related terms.
In the event of a conflict between this Agreement and any provisions related to compliance with applicable laws and regulations, the compliance provisions shall take precedence.
Tailored conflict resolution clause
This clause sets unique priorities for specific sections.
If there is a conflict between the provisions of this Agreement, the following order of precedence shall apply: (i) confidentiality provisions, (ii) payment terms, (iii) service-level agreements, and (iv) all other terms.
Simplified order of precedence clause
This clause provides a concise resolution for document conflicts.
In case of any inconsistency between the terms of this Agreement and its related documents, the terms of this Agreement shall control.
Dynamic order of precedence clause
This clause allows for agreed updates to precedence rules.
The order of precedence may be amended by mutual written agreement of the parties, provided such amendments are explicitly documented in an addendum or subsequent agreement.
Industry-specific precedence clause
This clause addresses conflicts in regulated industries.
If any conflict arises between the terms of this Agreement and any document required for compliance with [industry-specific regulations], the latter shall take precedence.
Flexible precedence clause
This clause allows exceptions to the general order of precedence.
In the event of a conflict, the order of precedence shall default to the terms of this Agreement. However, exceptions may be made as explicitly outlined in the attached schedules or exhibits.
Client-first precedence clause
This clause prioritizes client-specific agreements over general terms.
In the event of a conflict between this Agreement and any client-specific terms or agreements, the client-specific terms shall take precedence, provided they are in writing and signed by both parties.
Vendor-first precedence clause
This clause gives priority to the vendor's terms.
If there is a conflict between the provisions of this Agreement and the vendor's terms and conditions, the vendor's terms shall control, unless otherwise agreed in writing by the parties.
Precedence for operational documents clause
This clause prioritizes operational guidelines over other documents.
In case of inconsistency, operational manuals, guidelines, or instructions provided as part of this Agreement shall take precedence over general provisions of this Agreement.
Transaction-specific precedence clause
This clause prioritizes terms specific to a transaction.
For any conflict between the general terms of this Agreement and terms specific to a transaction, the transaction-specific terms shall govern solely for that transaction.
Precedence for emergency provisions clause
This clause gives priority to provisions related to emergencies.
In the event of conflict, provisions specifically addressing emergency or force majeure situations shall take precedence over all other terms of this Agreement.
Precedence for local regulations clause
This clause emphasizes compliance with local laws.
If any conflict arises between this Agreement and local laws or regulations applicable to the services provided, the local laws or regulations shall take precedence to the extent required by law.
Precedence for annexed pricing clause
This clause prioritizes pricing schedules over the main agreement.
In case of a conflict between this Agreement and the attached pricing schedule, the terms of the pricing schedule shall govern for all matters relating to costs, fees, and payment terms.
Cross-border precedence clause
This clause addresses jurisdiction-specific document conflicts.
For contracts involving parties from different jurisdictions, if there is a conflict between this Agreement and jurisdiction-specific appendices, the appendices relevant to the jurisdiction of performance shall take precedence.
Precedence for third-party agreements clause
This clause ensures third-party contracts are considered.
In the event of a conflict between this Agreement and any third-party agreement referenced herein, the terms of the third-party agreement shall take precedence, solely for the relevant provisions.
Precedence for intellectual property terms clause
This clause resolves conflicts specific to intellectual property.
If there is a conflict between the intellectual property provisions of this Agreement and any schedule or exhibit, the terms within the intellectual property section of this Agreement shall control.
Negotiated precedence clause
This clause allows for flexibility during contract discussions.
Any conflicts between this Agreement and its related documents shall be resolved based on mutual agreement at the time the conflict is identified, with the resolution documented in writing.
Simple hierarchy precedence clause
This clause provides a simplified hierarchy for conflict resolution.
In case of a conflict, the following order of precedence shall apply: (i) this Agreement, (ii) schedules or exhibits, (iii) purchase orders, and (iv) any referenced documents.
Precedence for data privacy provisions clause
This clause prioritizes data privacy terms in case of conflicts.
If there is a conflict between the data privacy provisions in this Agreement and any other document, the data privacy provisions shall take precedence to ensure compliance with applicable regulations.
Operational emergency precedence clause
This clause gives priority to operational continuity during emergencies.
In the event of a conflict, provisions related to operational continuity and emergency procedures shall take precedence to ensure uninterrupted service delivery.
Precedence for conflict resolution clause
This clause prioritizes conflict resolution mechanisms over other provisions.
In the event of a conflict between any provisions of this Agreement and the conflict resolution terms, the conflict resolution terms shall govern.
Customer-specific order precedence clause
This clause prioritizes customer-specific documents over general agreements.
Where a conflict exists between this Agreement and customer-specific documents, the terms in the customer-specific documents shall take precedence.
Precedence for industry standards clause
This clause gives priority to industry-standard practices over general terms.
In case of any conflict, provisions consistent with established industry standards shall take precedence over other conflicting provisions of this Agreement.
Subcontractor-specific precedence clause
This clause ensures subcontractor terms are prioritized when applicable.
In the event of a conflict between this Agreement and any subcontractor terms explicitly incorporated herein, the subcontractor terms shall govern with respect to subcontractor obligations.
Government compliance precedence clause
This clause ensures compliance with government directives.
If there is a conflict between this Agreement and government-mandated terms or regulations, the government-mandated terms shall take precedence to the extent required by law.
Cross-functional precedence clause
This clause resolves conflicts between departmental agreements.
In case of a conflict between provisions originating from different functional departments (e.g., legal vs. operations), the department with primary responsibility for the subject matter in question shall determine the precedence.
Appendices priority clause
This clause prioritizes appendices over the main agreement.
If there is a conflict between the terms of this Agreement and any attached appendices, the terms of the appendices shall govern solely with respect to the subject matter they address.
Precedence for future amendments clause
This clause prioritizes future amendments over the original agreement.
In the event of a conflict between this Agreement and any amendments or modifications made subsequently, the terms of the amendments or modifications shall govern.
Supplier agreement precedence clause
This clause ensures supplier agreements are prioritized for supplier-specific terms.
Where any inconsistency arises between this Agreement and a supplier-specific agreement, the supplier-specific agreement shall control solely for matters related to the supplier’s obligations.
Regulatory compliance precedence clause
This clause prioritizes compliance with applicable regulatory requirements.
If there is a conflict between this Agreement and any applicable regulatory requirements, the regulatory requirements shall take precedence to ensure compliance.
Intra-agreement precedence clause
This clause specifies a hierarchy within the agreement itself.
Within this Agreement, conflicts between sections will be resolved in the following order of precedence: (i) specific provisions addressing the conflict, (ii) general provisions, and (iii) referenced documents.
Precedence for cybersecurity provisions clause
This clause gives priority to cybersecurity-related terms.
In the event of a conflict, cybersecurity-related provisions in this Agreement shall take precedence to ensure the protection of sensitive data.
Precedence for negotiated exceptions clause
This clause allows exceptions to be negotiated for specific conflicts.
Any conflicts arising under this Agreement may be addressed through mutual negotiation, with agreed exceptions documented in writing and taking precedence over conflicting terms.
Custom precedence matrix clause
This clause establishes a clear matrix for resolving conflicts.
In case of conflict, the following matrix applies for determining precedence: (i) this Agreement over referenced policies, (ii) special terms over general terms, and (iii) project-specific provisions over general Agreement provisions.
Environmental compliance precedence clause
This clause prioritizes environmental compliance terms.
If a conflict exists between this Agreement and any terms related to environmental compliance, the environmental compliance terms shall govern to ensure adherence to applicable laws and policies.
Precedence for quality standards clause
This clause prioritizes quality standards over other conflicting terms.
If a conflict arises between this Agreement and any quality standards referenced herein, the quality standards shall take precedence to ensure compliance with agreed benchmarks.
Precedence for deliverable timelines clause
This clause prioritizes deadlines over other contractual terms.
In the event of a conflict between this Agreement and deliverable timelines specified in any addenda, the deliverable timelines shall govern.
Precedence for third-party terms clause
This clause prioritizes third-party terms for subcontractors or service providers.
Where a conflict arises between this Agreement and third-party agreements, the third-party terms shall take precedence, provided they are explicitly referenced in this Agreement.
Precedence for intellectual property terms clause
This clause prioritizes intellectual property terms over other provisions.
In the event of a conflict, the intellectual property provisions in this Agreement shall govern, superseding any conflicting terms.
Precedence for dispute resolution clause
This clause resolves conflicts in favor of dispute resolution terms.
If any provisions of this Agreement conflict with the dispute resolution terms, the dispute resolution terms shall take precedence.
Precedence for client-specific modifications clause
This clause prioritizes client-specific negotiated modifications.
Any conflicts between this Agreement and client-specific negotiated modifications shall be resolved in favor of the client-specific terms.
Precedence for safety compliance clause
This clause prioritizes safety compliance terms.
In the event of a conflict, the safety compliance terms within this Agreement shall govern to ensure adherence to safety protocols and regulations.
Precedence for confidentiality terms clause
This clause prioritizes confidentiality provisions over other terms.
If a conflict exists between this Agreement and confidentiality provisions, the confidentiality provisions shall govern to ensure the protection of sensitive information.
Precedence for financial terms clause
This clause gives priority to financial obligations over conflicting terms.
Where a conflict arises, the financial terms in this Agreement, including payment schedules and amounts, shall take precedence over other provisions.
Precedence for referenced guidelines clause
This clause gives priority to external guidelines explicitly referenced.
In the case of a conflict, any external guidelines referenced in this Agreement shall take precedence over conflicting internal terms.
Precedence for vendor-specific terms clause
This clause prioritizes vendor-specific obligations.
Any conflict between this Agreement and vendor-specific obligations shall be resolved in favor of the vendor-specific terms explicitly outlined in referenced documentation.
Precedence for service-level agreements clause
This clause prioritizes SLAs over other conflicting terms.
In the event of a conflict, the service-level agreements attached to this Agreement shall govern to ensure compliance with agreed performance benchmarks.
Precedence for merger clauses clause
This clause gives priority to terms outlined in a merger clause.
If a conflict exists, the provisions outlined in the merger clause of this Agreement shall take precedence to consolidate governing terms.
Precedence for recurring review terms clause
This clause prioritizes recurring review or periodic update provisions.
In case of conflict, recurring review terms within this Agreement shall govern, allowing periodic updates to supersede earlier conflicting terms.
Precedence for operational requirements clause
This clause prioritizes operational requirements over general provisions.
Where a conflict arises, operational requirements outlined in this Agreement shall govern to ensure practical implementation aligns with business needs.
Precedence for governing body regulations clause
This clause prioritizes regulations set by a governing body.
If a conflict exists, regulations set by [specific governing body] shall take precedence over the terms of this Agreement to ensure compliance.
Precedence for multi-agreement consolidation clause
This clause resolves conflicts between this Agreement and related agreements.
In the event of a conflict between this Agreement and any related agreements, the consolidation provisions outlined herein shall govern to harmonize conflicting terms.
Precedence for non-compete obligations clause
This clause prioritizes non-compete obligations over other conflicting terms.
Where a conflict arises, non-compete obligations set forth in this Agreement shall govern to ensure compliance with competitive restrictions.
Precedence for termination rights clause
This clause prioritizes terms related to termination rights.
In case of conflict, the termination rights outlined in this Agreement shall govern to provide clarity on the termination process and conditions.
Precedence for external audit terms clause
This clause prioritizes terms related to external audits.
If there is a conflict, terms related to external audits outlined in this Agreement shall take precedence to facilitate compliance with audit requirements.
Precedence for industry standards clause
This clause prioritizes adherence to recognized industry standards over other terms.
In the event of a conflict, the terms referencing applicable industry standards shall take precedence to ensure compliance with established practices.
Precedence for ethical conduct provisions clause
This clause prioritizes ethical guidelines over conflicting provisions.
If any provisions of this Agreement conflict with ethical conduct requirements, the ethical conduct provisions shall govern to ensure compliance with integrity and accountability standards.
Precedence for project-specific terms clause
This clause prioritizes terms unique to a specific project or scope of work.
Where a conflict arises between this Agreement and project-specific provisions, the project-specific terms shall take precedence.
Precedence for customer service levels clause
This clause ensures customer service expectations override conflicting terms.
In case of conflict, the provisions related to customer service levels outlined in this Agreement shall govern to prioritize client satisfaction.
Precedence for licensing requirements clause
This clause gives priority to terms related to licensing obligations.
Where a conflict arises, licensing requirements specified in this Agreement shall take precedence to ensure compliance with applicable laws and regulations.
Precedence for sustainability commitments clause
This clause prioritizes sustainability or environmental obligations over other terms.
If a conflict exists, the sustainability commitments outlined in this Agreement shall govern to meet environmental and social responsibility goals.
Precedence for health and safety protocols clause
This clause ensures health and safety measures override conflicting provisions.
In the event of a conflict, the health and safety protocols outlined in this Agreement shall govern to ensure workplace safety and compliance.
Precedence for contractor obligations clause
This clause prioritizes obligations specific to contractors or subcontractors.
Where a conflict arises, contractor-specific obligations in this Agreement shall take precedence to ensure compliance with subcontracting terms.
Precedence for milestone deliverables clause
This clause prioritizes milestone deadlines and obligations over conflicting terms.
In case of conflict, the milestone deliverables outlined in this Agreement shall govern to ensure project timelines and outcomes are achieved.
Precedence for compliance with international law clause
This clause ensures international legal requirements override conflicting terms.
If a conflict exists, the provisions ensuring compliance with applicable international laws shall govern over other terms in this Agreement.
Precedence for insurance coverage requirements clause
This clause prioritizes insurance-related terms over other obligations.
In the event of a conflict, the insurance coverage requirements specified in this Agreement shall take precedence to ensure adequate risk management.
Precedence for indemnification obligations clause
This clause prioritizes indemnification responsibilities over conflicting terms.
Where a conflict arises, the indemnification obligations outlined in this Agreement shall govern to protect the parties from liabilities.
Precedence for severability provisions clause
This clause gives precedence to severability provisions in case of a partial invalidity.
If a conflict exists, the severability provisions in this Agreement shall take precedence to maintain the enforceability of unaffected terms.
Precedence for non-disclosure obligations clause
This clause prioritizes confidentiality and non-disclosure commitments over other terms.
In the event of a conflict, the non-disclosure obligations outlined in this Agreement shall govern to protect sensitive information.
Precedence for data protection terms clause
This clause ensures data protection requirements override conflicting provisions.
Where a conflict arises, data protection terms specified in this Agreement shall take precedence to ensure compliance with privacy laws and regulations.
Precedence for employee rights obligations clause
This clause prioritizes terms protecting employee rights over conflicting provisions.
If a conflict exists, employee rights obligations outlined in this Agreement shall govern to ensure fair treatment and compliance with labor laws.
Precedence for intellectual property transfer clause
This clause prioritizes intellectual property transfer terms over other provisions.
In case of conflict, intellectual property transfer terms specified in this Agreement shall take precedence to safeguard ownership and usage rights.
Precedence for equitable remedies clause
This clause prioritizes equitable remedies over other legal recourse terms.
Where a conflict arises, the equitable remedies provisions in this Agreement shall govern to ensure fairness in dispute resolution.
Precedence for multi-party agreements clause
This clause prioritizes terms applicable to agreements involving multiple parties.
In the event of a conflict, the terms addressing multi-party arrangements outlined in this Agreement shall govern to ensure clarity and enforceability.
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.