Power and authority clause: Copy, customize, and use instantly
Introduction
A power and authority clause defines the scope of authority that a party holds within the contract, particularly regarding decision-making, representations, and responsibilities. This clause ensures that the parties understand their limits and powers, preventing misunderstandings related to the capacity to act or make binding decisions. It is critical in situations where authorization needs to be clearly outlined to avoid ambiguity about the party’s legal ability to enter into agreements, execute actions, or take certain steps.
Below are templates for power and authority clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Authority to bind the company
This clause defines the authority of a party to bind the company.
The [party name] represents and warrants that it has full power and authority to enter into this Agreement, and that the individual executing this Agreement on behalf of [party name] has been duly authorized by the company’s board of directors or other governing body to bind the company to the terms and conditions hereof.
Authority to act on behalf of the client
This clause specifies the authority granted to act on behalf of the client.
The Client hereby grants [party name] the full power and authority to act on its behalf in relation to the terms and conditions of this Agreement, including the authority to make decisions, enter into contracts, and execute documents necessary to fulfill the obligations outlined in this Agreement.
Limitation of authority
This clause defines limitations on the authority granted under the agreement.
Nothing in this Agreement shall be construed to grant [party name] the authority to take any action that exceeds the scope of its responsibilities, as defined in this Agreement. Any action taken by [party name] beyond this authority shall not be binding on [party name] unless expressly authorized in writing by [other party name].
Authority for decision-making in partnership
This clause specifies authority for decision-making in a partnership.
Each Partner shall have the authority to make decisions on behalf of the Partnership, provided that no decision shall be binding without the approval of a majority of the Partners, as determined by the terms of this Agreement. Any decision that could substantially affect the business of the Partnership shall require unanimous consent.
Authority to execute documents
This clause defines the authority to execute documents related to the agreement.
[Party name] is hereby granted the authority to execute, deliver, and perform all documents and agreements that are necessary or desirable to carry out the purpose of this Agreement, and any such execution shall bind [party name] according to the terms herein.
General authority to act within the scope of the agreement
This clause grants general authority to act within the scope of the agreement.
Each party to this Agreement has the full and unrestricted authority to perform all acts required under this Agreement, subject to the specific limitations set forth in this Agreement. Each party warrants that it will act in good faith and with due diligence in fulfilling its obligations.
Authority to represent the other party in negotiations
This clause specifies authority to represent another party in negotiations.
The Company hereby grants [party name] full authority to represent the Company in negotiations with third parties, including the authority to finalize and execute any contracts or agreements that are necessary to carry out the intent of this Agreement.
No authority to exceed contractual obligations
This clause limits the authority to exceed contractual obligations.
The parties acknowledge that no party has the power or authority to act in any manner that exceeds the express terms of this Agreement. Any actions taken outside the scope of the Agreement shall not bind the parties unless mutually agreed upon in writing.
Limited authority for specific actions
This clause specifies limited authority for specific actions.
[Party name] is granted authority only for the specific actions outlined in this Agreement, and shall not take any actions outside of these defined responsibilities without the prior written consent of [other party name]. Any actions taken outside of these limits will be considered void and without effect.
Authority to enforce the terms of the agreement
This clause defines the authority to enforce the agreement.
Each party agrees that it has the full legal authority to enforce the terms and conditions of this Agreement, and may take appropriate legal action to ensure compliance with its provisions, subject to the terms of this Agreement.
Delegation of authority
This clause defines the delegation of authority.
[Party name] may, with prior written consent of the other party, delegate any of its responsibilities or authority under this Agreement to a third party, provided that such delegation does not relieve the delegating party from its obligations hereunder.
Authority to terminate the agreement
This clause defines the authority to terminate the agreement.
[Party name] has the authority to terminate this Agreement with [specified notice period] notice, provided that all conditions for termination as set forth in this Agreement are met. Such termination shall be effective upon delivery of written notice to the other party, and no further actions shall be required.
Joint authority for decision-making
This clause defines joint authority for decision-making.
Both parties agree that all decisions made under this Agreement, including the approval of budgets, major expenditures, and operational changes, shall require joint approval by the authorized representatives of each party. No decision shall be final unless both parties provide written consent.
Authority for use of intellectual property
This clause defines authority to use intellectual property.
The [licensor name] grants [licensee name] the authority to use the intellectual property described in this Agreement for the purposes specified herein. The authority to use such intellectual property is limited to the specific scope outlined in the Agreement and does not extend to any other uses without prior written consent.
Authority to amend the agreement
This clause specifies authority to amend the agreement.
No amendment, modification, or waiver of any provision of this Agreement shall be effective unless it is in writing and executed by both parties. Each party represents that it has the authority to approve such amendments and changes to this Agreement.
Authority to bind the parties in agreements with third parties
This clause defines authority to bind the parties in third-party agreements.
[Party name] has the full authority to bind [other party name] to any agreement with third parties that are necessary to fulfill the terms of this Agreement, provided that such agreements do not conflict with the obligations or terms set forth herein.
Authority for internal approvals
This clause defines authority for internal approvals.
The parties agree that each has the internal authority necessary to approve and execute this Agreement. Each party affirms that any required approvals have been obtained, and that the person executing this Agreement on behalf of each party has the requisite authority to do so.
Authority to amend or waive provisions
This clause specifies the authority to amend or waive provisions.
The parties agree that any amendments or waivers to the provisions of this Agreement shall require the mutual written consent of both parties, each acting through an individual with the requisite authority to make such amendments or waivers.
Authority to settle disputes
This clause defines authority to settle disputes.
The parties grant each other the full authority to negotiate and settle any disputes arising under this Agreement. In the event of a dispute, the authorized representatives of both parties shall have the power to resolve the matter amicably or through a mutually agreed-upon dispute resolution method.
Authority for execution of documents and agreements
This clause specifies the authority for executing documents.
Each party warrants that it has full authority to execute and deliver any documents, instruments, or agreements necessary to carry out the provisions of this Agreement and that the execution of such documents will bind the party to the terms therein.
Authority to access confidential information
This clause defines authority to access confidential information.
The parties acknowledge that authorized individuals within each party's organization have the power to access and review any confidential or proprietary information necessary to perform the duties under this Agreement, subject to confidentiality obligations.
Authority to act on behalf of the organization
This clause defines the authority to act on behalf of the organization.
[Party name] acknowledges that it has designated [individual name] as its representative, with full authority to act on behalf of the organization in connection with this Agreement, including the execution of documents and the binding of the organization to obligations.
Authority to represent the company in negotiations
This clause specifies authority to represent the company in negotiations.
[Party name] hereby authorizes [individual name] to represent the company in all negotiations related to this Agreement, including entering into binding agreements, signing documents, and taking necessary actions to implement the terms.
Authority to delegate responsibilities
This clause defines authority to delegate responsibilities.
Each party has the authority to delegate its duties and responsibilities under this Agreement to third parties, provided that such delegation does not relieve the delegating party of its obligations under the Agreement and the third party is subject to the same terms.
Authority to bind affiliates
This clause specifies authority to bind affiliates.
[Party name] represents that it has the authority to bind its affiliates, subsidiaries, and related entities to the terms of this Agreement, and any actions or decisions taken by those entities in furtherance of the Agreement shall be deemed binding on [party name].
Authority to enter into contracts on behalf of others
This clause defines authority to enter into contracts on behalf of others.
[Party name] shall have the full authority to enter into any contracts or agreements on behalf of any other party necessary for the fulfillment of this Agreement, provided that such contracts are consistent with the terms herein.
Authority to approve or disapprove of actions
This clause defines authority to approve or disapprove actions.
The parties agree that any action or decision that requires approval under this Agreement shall be subject to review and approval by the designated representative of each party, who shall have the authority to either approve or disapprove such action.
Authority to terminate the agreement
This clause defines authority to terminate the agreement.
[Party name] has the full authority to terminate this Agreement in the event of a breach by the other party, provided that such termination is in accordance with the termination provisions outlined in this Agreement.
Authority for allocation of resources
This clause specifies authority for allocation of resources.
[Party name] shall have the authority to allocate resources, including personnel, budget, and facilities, in accordance with the terms of this Agreement, and to make any decisions necessary to fulfill the obligations set forth in this Agreement.
Authority to engage in settlement discussions
This clause defines authority to engage in settlement discussions.
Both parties agree that their authorized representatives have the power to engage in settlement discussions and negotiate terms that may result in the modification or resolution of any issues arising under this Agreement.
Authority to determine compliance with regulations
This clause defines authority to determine compliance with regulations.
[Party name] has the authority to monitor and ensure that all actions taken under this Agreement comply with applicable laws and regulations, including those related to environmental, health, and safety standards, and to take corrective actions as necessary.
Authority to make operational decisions
This clause defines authority to make operational decisions.
[Party name] is granted the authority to make day-to-day operational decisions regarding the implementation of this Agreement, provided such decisions are consistent with the overall goals and objectives set forth in the Agreement.
Authority to authorize payments
This clause defines authority to authorize payments.
[Party name] has the authority to approve and authorize all payments under this Agreement, including invoices, reimbursements, and any other financial obligations incurred as a result of the Agreement.
Authority to approve project changes
This clause defines authority to approve changes to a project.
[Party name] has the authority to approve any significant changes to the scope, schedule, or cost of the project outlined in this Agreement, provided that such changes are discussed with the other party and documented in writing.
Authority to resolve conflicts of interest
This clause specifies authority to resolve conflicts of interest.
[Party name] shall have the authority to identify and resolve any conflicts of interest that may arise during the term of this Agreement, and to take necessary steps to address any potential issues that may compromise the integrity of the Agreement.
Authority to act on behalf of the group
This clause defines authority to act on behalf of a group.
[Party name] shall act on behalf of the group in all matters related to this Agreement and is authorized to bind the group to the terms and obligations of the Agreement as applicable.
Authority to make strategic decisions
This clause defines authority to make strategic decisions.
[Party name] shall have the authority to make all strategic decisions necessary for the successful execution of this Agreement, including decisions regarding product direction, market positioning, and partnerships, subject to any limitations set forth in the Agreement.
Authority to approve changes in project scope
This clause defines authority to approve changes in project scope.
[Party name] shall have the authority to approve any material changes to the scope of work or deliverables under this Agreement, and any modifications shall be made in writing and agreed upon by both parties.
Authority to execute contracts related to the Agreement
This clause defines authority to execute contracts.
[Party name] has the full authority to execute contracts with third parties necessary to fulfill the terms of this Agreement, including entering into binding agreements related to supply, distribution, or other key aspects of the project.
Authority for strategic business decisions
This clause defines authority for strategic business decisions.
[Party name] has the authority to make strategic business decisions that affect the operations or direction of the company under this Agreement, including entering into new markets or partnerships, provided such decisions are in alignment with the objectives of this Agreement.
Authority to conduct audits
This clause defines authority to conduct audits.
[Party name] shall have the authority to conduct regular audits of the other party’s performance under this Agreement, including financial and operational audits, to ensure compliance with the terms and conditions of the Agreement.
Authority to negotiate pricing terms
This clause defines authority to negotiate pricing.
[Party name] is authorized to negotiate pricing terms with third-party suppliers and vendors necessary for fulfilling the obligations of this Agreement, subject to prior approval of the pricing by [other party name].
Authority to approve reports
This clause defines authority to approve reports.
[Party name] shall have the authority to review, amend, and approve all reports and documentation related to the performance of this Agreement, including any financial or progress reports.
Authority for changes in compensation structure
This clause specifies authority to change compensation structure.
The Company has the authority to modify the compensation structure under this Agreement, provided such modifications are mutually agreed upon in writing and comply with applicable labor laws and contractual obligations.
Authority to manage dispute resolution
This clause defines authority to manage dispute resolution.
[Party name] shall have the authority to manage the dispute resolution process under this Agreement, including initiating arbitration or litigation, and taking any necessary actions to resolve conflicts that arise between the parties.
Authority to assign or subcontract duties
This clause defines authority to assign or subcontract.
[Party name] has the authority to assign or subcontract any duties or responsibilities under this Agreement to third parties, provided that such assignment does not relieve the assigning party from its obligations.
Authority for managing customer relationships
This clause defines authority for managing customer relationships.
[Party name] shall have the authority to manage all customer relationships related to the performance of this Agreement, including handling customer complaints, making decisions about service levels, and addressing customer feedback.
Authority to approve expenditures
This clause defines authority to approve expenditures.
[Party name] has the authority to approve all expenditures related to the execution of this Agreement, including expenses for materials, services, or any costs incurred during the performance of obligations.
Authority to enforce contract terms
This clause defines authority to enforce terms.
[Party name] shall have the authority to enforce the terms and conditions of this Agreement, including taking legal action if the other party fails to fulfill its obligations as outlined in the Agreement.
Authority for approval of marketing strategies
This clause specifies authority for approval of marketing strategies.
[Party name] shall have the authority to approve all marketing strategies, materials, and campaigns related to the promotion of the products or services specified in this Agreement.
Authority to manage intellectual property
This clause defines authority to manage intellectual property.
[Party name] shall have the authority to manage, protect, and enforce intellectual property rights related to the deliverables under this Agreement, including the ability to license, protect, or otherwise act upon intellectual property.
Authority to modify service agreements
This clause defines authority to modify service agreements.
[Party name] has the authority to modify any service agreements related to this Agreement, including extending, renewing, or terminating any services, with the consent of the other party.
Authority to terminate individual project components
This clause specifies authority to terminate components.
[Party name] has the authority to terminate individual project components or deliverables under this Agreement, provided that such termination is done in writing and subject to any penalties or compensation required by the terms of this Agreement.
Authority for oversight of compliance with laws
This clause defines authority for oversight of compliance.
[Party name] has the authority to ensure that all actions taken under this Agreement are compliant with applicable laws and regulations, including conducting any necessary investigations or audits to ensure such compliance.
Authority to negotiate contract extensions
This clause specifies authority to negotiate contract extensions.
[Party name] shall have the authority to negotiate extensions or renewals of the terms of this Agreement, including agreeing on the new terms, duration, and scope of work in accordance with the original Agreement.
Authority to manage the implementation of operational changes
This clause defines authority to implement operational changes.
[Party name] has the authority to implement operational changes or adjustments required to fulfill the terms of this Agreement, including changes to processes, workflows, or team responsibilities, as deemed necessary by the needs of the business.
Authority for representation in legal matters
This clause defines authority for representation in legal matters.
[Party name] has the authority to represent the company in any legal matters arising from this Agreement, including hiring legal counsel, defending against claims, or initiating lawsuits as necessary.
Authority to provide written consents
This clause defines authority to provide written consents.
[Party name] shall have the authority to provide any written consents or approvals required by this Agreement, including consents for amendments, modifications, or other actions required by the terms of this Agreement.
Authority to approve changes in project timelines
This clause specifies authority to approve timeline changes.
The Company shall have the authority to approve any changes to the project timeline under this Agreement, including any delays, accelerations, or adjustments to the project schedule, in consultation with the other party as necessary.
Authority to manage risk management procedures
This clause defines authority to manage risk.
[Party name] shall have the authority to identify, assess, and mitigate risks associated with the implementation of this Agreement, including initiating risk management procedures and implementing corrective actions to address any identified risks.
Authority to implement performance metrics
This clause defines authority to implement performance metrics.
[Party name] shall have the authority to set and implement performance metrics for all parties involved in fulfilling the obligations of this Agreement, including establishing standards and measuring performance against agreed targets.
Authority for client communications
This clause specifies authority for client communications.
[Party name] has the authority to communicate directly with clients or customers as necessary to fulfill the terms of this Agreement, including addressing inquiries, negotiating terms, or providing updates on progress.
Authority for enforcement of non-compete obligations
This clause defines authority for non-compete enforcement.
[Party name] shall have the authority to enforce the non-compete obligations outlined in this Agreement, including initiating legal action or taking any other necessary steps to prevent a breach of these obligations.
Authority for approval of financial reporting
This clause defines authority for financial reporting.
[Party name] shall have the authority to review and approve all financial reports required under this Agreement, including ensuring compliance with accounting standards and verifying accuracy of financial information.
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.