Reserved clause: Copy, customize, and use instantly
Introduction
A reserved clause designates specific rights, actions, or conditions that are kept separate or "reserved" for one party within an agreement. It often outlines restrictions on the use of certain rights or resources, allowing one party to retain control over certain actions, assets, or decisions. This clause is crucial for maintaining clear boundaries and protecting the interests of the parties involved.
Below are templates for reserved clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Reserved rights clause
This variation applies when certain rights are reserved for a party.
[Party A] reserves the exclusive right to [describe the right, e.g., modify, distribute, or license] the intellectual property or assets under this Agreement. No other party may exercise these rights unless expressly authorized in writing by [Party A].
Reserved authority clause
This variation applies when authority is reserved for a specific party.
[Party A] reserves the authority to make final decisions on matters relating to [specific actions or decisions], including but not limited to [examples, e.g., project scope, approval of budgets, etc.]. Any actions taken outside of this authority must be approved in writing by [Party A].
Reserved decision-making clause
This variation applies to reserved decision-making rights.
[Party A] reserves the right to make decisions regarding [specific decision-making areas, e.g., business strategy, mergers, major financial commitments], and [Party B] shall not take any actions in these areas without obtaining prior written consent from [Party A].
Reserved allocation of resources clause
This variation applies when resources are reserved for specific purposes.
[Party A] reserves the right to allocate resources, including [specific resources, e.g., funding, personnel, equipment], as they see fit for the purpose of [specific use]. [Party B] may not access or utilize these resources without the express permission of [Party A].
Reserved intellectual property rights clause
This variation applies to the reservation of intellectual property rights.
All intellectual property created, developed, or otherwise acquired by [Party A] under this Agreement shall remain the exclusive property of [Party A]. [Party B] is granted a limited license to use the intellectual property solely for the purposes of this Agreement, and no other rights are granted unless expressly reserved by [Party A].
Reserved termination rights clause
This variation applies when termination rights are reserved for one party.
[Party A] reserves the right to terminate this Agreement at any time with [number of days, e.g., 30 days] written notice to [Party B], without cause or penalty. [Party B] may not terminate the Agreement unless specifically permitted under the terms of this Agreement.
Reserved renewal rights clause
This variation applies to reserved renewal rights.
[Party A] reserves the right to renew this Agreement for successive [number of years, e.g., 1-year] terms upon mutual agreement. If [Party A] chooses not to renew, [Party B] shall have no further rights or obligations under this Agreement.
Reserved confidentiality obligations clause
This variation applies to reserved confidentiality obligations.
[Party A] reserves the right to enforce confidentiality obligations regarding any proprietary or sensitive information disclosed during the course of this Agreement. [Party B] agrees to comply with these confidentiality terms even after the termination of this Agreement.
Reserved compensation terms clause
This variation applies to reserved compensation terms.
[Party A] reserves the right to adjust compensation or fees under this Agreement. Any such adjustments will be made at [Party A]'s sole discretion, with notice provided to [Party B] [time frame, e.g., 30 days] in advance of any changes.
Reserved performance review clause
This variation applies to reserved performance reviews.
[Party A] reserves the right to conduct performance reviews of [Party B] at any time during the term of this Agreement. The results of these reviews may influence future terms of engagement, including compensation and continuation of the Agreement.
Reserved scope of work clause
This variation applies to the reservation of scope of work.
[Party A] reserves the right to define and modify the scope of work as necessary during the term of this Agreement. Any significant changes to the scope of work must be agreed upon in writing by both parties, with [Party A] retaining the authority to finalize those changes.
Reserved access to data clause
This variation applies when data access is reserved.
[Party A] reserves the exclusive right to access, monitor, and control all data related to this Agreement. [Party B] is permitted access to such data only for the purposes defined in this Agreement, and any use beyond those purposes requires prior written consent from [Party A].
Reserved financial approval clause
This variation applies to reserved financial approval.
[Party A] reserves the right to approve any financial transactions related to this Agreement, including but not limited to expenditures, payments, and budget allocations. [Party B] must seek approval from [Party A] before committing to any financial obligations.
Reserved contractual amendment clause
This variation applies when the right to amend the contract is reserved.
[Party A] reserves the right to amend or modify this Agreement at any time. Any changes to the terms of this Agreement shall be made in writing and signed by both parties. However, [Party A] retains the authority to implement amendments that do not require [Party B]’s prior consent.
Reserved customer data rights clause
This variation applies when customer data rights are reserved.
[Party A] reserves the right to collect, store, and use customer data obtained during the performance of this Agreement. [Party B] is granted a limited license to access and use this data solely for the purposes outlined in this Agreement, but all ownership rights to the data remain with [Party A].
Reserved approval of subcontractors clause
This variation applies when the approval of subcontractors is reserved.
[Party A] reserves the right to approve or reject any subcontractors proposed by [Party B] for the performance of services under this Agreement. No subcontractor may be engaged without [Party A]’s prior written approval.
Reserved right to assign the agreement clause
This variation applies to the reservation of assignment rights.
[Party A] reserves the right to assign this Agreement to a third party, in whole or in part, without the prior consent of [Party B]. [Party B] shall not assign or delegate any rights or obligations under this Agreement without the prior written consent of [Party A].
Reserved payment schedule clause
This variation applies to the reservation of the payment schedule.
[Party A] reserves the right to set the payment schedule for this Agreement. Payments shall be made in accordance with the schedule specified by [Party A], and any deviation from the schedule will require prior written approval from [Party A].
Reserved use of proprietary materials clause
This variation applies when proprietary materials are reserved.
[Party A] reserves the right to retain ownership of any proprietary materials used during the course of this Agreement. [Party B] may not use these materials for any other purpose or share them with third parties without the prior written consent of [Party A].
Reserved confidentiality exceptions clause
This variation applies to reserved exceptions in confidentiality.
[Party A] reserves the right to disclose confidential information under certain exceptions, including compliance with legal requirements or when necessary for dispute resolution. Any such disclosure will be made only to the extent required by law and with prior notice to [Party B].
Reserved marketing rights clause
This variation applies when marketing rights are reserved.
[Party A] reserves the right to use the name, logo, or other trademarks of [Party B] in marketing materials, advertising, or promotional activities related to this Agreement. [Party B] may not use [Party A]’s trademarks or brand without prior written approval from [Party A].
Reserved right to cancel clause
This variation applies when the right to cancel the agreement is reserved.
[Party A] reserves the right to cancel this Agreement at any time with [number of days, e.g., 30 days] written notice to [Party B]. In the event of cancellation, [Party A] will only be liable for payment for work completed up to the cancellation date.
Reserved exclusive access clause
This variation applies when exclusive access is reserved.
[Party A] reserves the exclusive right to access certain data, resources, or systems that are integral to the execution of this Agreement. [Party B] may not access, copy, or distribute this information unless specifically authorized in writing by [Party A].
Reserved dispute resolution authority clause
This variation applies when the authority for dispute resolution is reserved.
[Party A] reserves the right to determine the dispute resolution process for any conflicts arising under this Agreement, including the selection of the forum, mediator, or arbitrator. The dispute resolution process will be conducted in accordance with [Party A]’s preferred guidelines, unless both Parties agree otherwise.
Reserved scope of exclusivity clause
This variation applies to the reserved scope of exclusivity.
[Party A] reserves the exclusive rights to [specific scope, e.g., distribute, sell, license] certain products or services in the defined market or territory, and [Party B] shall not engage in these activities in the same market or territory without prior written consent from [Party A].
Reserved decision-making power clause
This variation applies to reserved decision-making authority.
[Party A] reserves the exclusive right to make final decisions regarding [specific areas of authority, e.g., business strategy, operational changes, or project direction]. [Party B] must seek approval for any actions that fall within the scope of these decisions before taking action.
Reserved access to proprietary information clause
This variation applies when access to proprietary information is reserved.
[Party A] reserves the right to limit access to proprietary information, including but not limited to [specific data, business plans, algorithms], and will grant such access only to those individuals directly involved in the execution of this Agreement. Any access outside this group requires prior written approval from [Party A].
Reserved quality control rights clause
This variation applies when quality control is reserved for one party.
[Party A] reserves the right to monitor, review, and approve all work products, materials, and services provided under this Agreement to ensure compliance with agreed-upon standards. [Party B] agrees to allow [Party A] to perform such reviews and make adjustments as necessary.
Reserved refund rights clause
This variation applies when refund rights are reserved.
[Party A] reserves the right to issue a refund for any work or services under this Agreement if [Party B] fails to meet agreed standards or deliverables. Refund requests must be submitted in writing and are subject to review by [Party A], with the amount determined based on the extent of non-performance.
Reserved modification rights clause
This variation applies when the right to modify terms is reserved.
[Party A] reserves the exclusive right to modify the terms and conditions of this Agreement as necessary to comply with legal or operational requirements. Any modifications will be communicated to [Party B] in writing at least [number of days, e.g., 30 days] prior to implementation.
Reserved project timeline control clause
This variation applies when control of the project timeline is reserved.
[Party A] reserves the right to determine and adjust the timeline for the project as needed to accommodate internal scheduling or external factors. [Party B] agrees to adhere to any adjustments made by [Party A] and will be provided reasonable notice of such changes.
Reserved ownership of deliverables clause
This variation applies when ownership of deliverables is reserved.
[Party A] reserves exclusive ownership of all deliverables produced under this Agreement, including but not limited to [specific items, e.g., reports, designs, prototypes]. [Party B] acknowledges that no rights or licenses to these deliverables are granted unless expressly stated in this Agreement.
Reserved exclusive partnership rights clause
This variation applies when partnership rights are reserved for one party.
[Party A] reserves the exclusive right to form partnerships or alliances related to the scope of this Agreement. [Party B] agrees not to engage in similar partnerships or alliances that compete with [Party A] during the term of this Agreement.
Reserved client approval rights clause
This variation applies when client approval is required for certain actions.
[Party A] reserves the right to approve all final decisions related to client interactions, deliverables, or project milestones. No actions involving clients may be undertaken by [Party B] without prior written consent from [Party A].
Reserved use of funds clause
This variation applies when the allocation and use of funds are reserved.
[Party A] reserves the right to determine the allocation and use of funds provided under this Agreement. [Party B] must obtain prior written approval for any deviations from the approved budget or expenditure plan.
Reserved exclusivity for intellectual creations clause
This variation applies when exclusivity for intellectual creations is reserved.
[Party A] reserves the exclusive right to use, modify, or distribute any intellectual creations resulting from this Agreement. [Party B] may not use these creations for any other purpose without prior written approval from [Party A].
Reserved right to withdraw clause
This variation applies when the right to withdraw from the agreement is reserved.
[Party A] reserves the right to withdraw from this Agreement at any time with [number of days, e.g., 30 days] written notice to [Party B]. Withdrawal will not affect any obligations incurred prior to the effective date of the withdrawal.
Reserved training rights clause
This variation applies when training responsibilities are reserved.
[Party A] reserves the exclusive right to design and deliver any training programs related to the services under this Agreement. [Party B] is prohibited from creating or delivering similar training without express written consent from [Party A].
Reserved contract interpretation clause
This variation applies when interpretation of the agreement is reserved.
[Party A] reserves the right to interpret and clarify the provisions of this Agreement in cases of ambiguity or dispute. [Party B] agrees to adhere to such interpretations, provided they are communicated in writing and consistent with applicable law.
Reserved audit rights clause
This variation applies when audit rights are reserved.
[Party A] reserves the right to conduct audits of [Party B]’s performance, records, and compliance with the terms of this Agreement. These audits may occur with [time frame, e.g., 30 days] written notice and during normal business hours.
Reserved approval of marketing materials clause
This variation applies when marketing material approval is reserved.
[Party A] reserves the right to review and approve all marketing materials prepared by [Party B] under this Agreement. No materials may be published or distributed without prior written approval from [Party A].
Reserved termination for convenience clause
This variation applies when termination for convenience is reserved.
[Party A] reserves the right to terminate this Agreement for convenience at any time by providing [number of days, e.g., 30 days] written notice to [Party B]. [Party B] agrees to cease all activities under the Agreement upon receipt of such notice.
Reserved exclusive licensing rights clause
This variation applies when licensing rights are reserved exclusively.
[Party A] reserves the exclusive right to license any technology, intellectual property, or proprietary systems developed under this Agreement. [Party B] is prohibited from sublicensing or transferring these rights to any third party without prior approval.
Reserved final approval on deliverables clause
This variation applies when final deliverable approval is reserved.
[Party A] reserves the right to provide final approval on all deliverables submitted under this Agreement. Deliverables must meet the standards and specifications outlined by [Party A], and [Party B] must address any revisions requested by [Party A].
Reserved distribution channels clause
This variation applies when distribution channel rights are reserved.
[Party A] reserves the exclusive right to determine the distribution channels for any products or services provided under this Agreement. [Party B] agrees not to distribute through unauthorized channels without prior written consent.
Reserved dispute resolution process clause
This variation applies when dispute resolution processes are reserved.
[Party A] reserves the right to select the dispute resolution mechanism, including mediation, arbitration, or litigation, for any disputes arising under this Agreement. The selected process will be communicated in writing to [Party B].
Reserved rights to adjust timelines clause
This variation applies when adjusting timelines is reserved.
[Party A] reserves the right to adjust project timelines to accommodate operational requirements or unforeseen delays. [Party B] agrees to adhere to revised timelines communicated by [Party A].
Reserved pricing adjustments clause
This variation applies when pricing adjustments are reserved.
[Party A] reserves the right to adjust pricing or fees outlined in this Agreement to reflect changes in market conditions, costs, or other factors. [Party B] will be notified of any adjustments at least [time frame, e.g., 30 days] in advance.
Reserved data retention clause
This variation applies when data retention rights are reserved.
[Party A] reserves the right to retain all data generated under this Agreement for a period of [time frame, e.g., 5 years]. [Party B] agrees not to delete, modify, or transfer this data without prior authorization from [Party A].
Reserved usage limitations clause
This variation applies when limitations on use are reserved.
[Party A] reserves the right to impose usage limitations on any tools, systems, or resources provided under this Agreement. [Party B] agrees to comply with these limitations as communicated by [Party A].
Reserved exclusivity for specific services clause
This variation applies when services are exclusively reserved.
[Party A] reserves the exclusive right to provide [specific service, e.g., consulting, product development] within the scope of this Agreement. [Party B] agrees not to engage other providers for similar services without prior consent.
Reserved intellectual property improvement rights clause
This variation applies when rights to improvements are reserved.
[Party A] reserves the exclusive right to make improvements or modifications to any intellectual property developed under this Agreement. [Party B] may propose improvements but must obtain written approval before implementing them.
Reserved compliance oversight clause
This variation applies when oversight of compliance is reserved.
[Party A] reserves the right to oversee and verify [Party B]’s compliance with regulatory, contractual, and operational requirements under this Agreement. [Party B] must provide necessary documentation and cooperation during audits or reviews.
Reserved performance evaluation clause
This variation applies when performance evaluation rights are reserved.
[Party A] reserves the right to evaluate [Party B]’s performance on a [time frame, e.g., quarterly] basis. Evaluations will include metrics such as quality, timeliness, and adherence to agreed-upon standards. Feedback and recommendations will be provided to [Party B] following each evaluation.
Reserved resource allocation clause
This variation applies when the allocation of resources is reserved.
[Party A] reserves the exclusive right to allocate resources, including funding, personnel, or equipment, to specific tasks under this Agreement. [Party B] may not reallocate these resources without prior written consent.
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.