Terms of agreement clause: Copy, customize, and use instantly
Introduction
The terms of this agreement outline the key provisions that govern the relationship between the parties. They cover the rights, obligations, and expectations of each party, ensuring clarity and mutual understanding. These terms are essential for defining how the agreement will be carried out, including the duration, responsibilities, payments, and other critical conditions.
Below are templates for terms of agreement clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Standard terms of agreement clause
This variation applies to standard agreements with general terms.
The terms of this agreement shall govern all rights and obligations between the parties. Both parties agree to adhere to the provisions outlined in this agreement, including the scope of work, deliverables, timelines, and payment terms. Any amendments to this agreement must be made in writing and signed by both parties.
Duration and termination clause
This variation applies when specifying the duration and termination conditions.
This agreement shall remain in effect for a period of [X] years, unless terminated earlier by either party in accordance with the termination provisions outlined in this agreement. Either party may terminate this agreement with [X] days’ written notice if the other party breaches any material terms.
Payment terms clause
This variation applies when outlining payment terms and conditions.
Payments under this agreement shall be made by [Party Name] to [Other Party Name] in accordance with the agreed-upon payment schedule. All payments are due within [X] days from the date of the invoice unless otherwise specified. Late payments may incur an interest charge of [X]% per month.
Confidentiality terms clause
This variation applies when addressing confidentiality obligations.
Both parties agree to maintain the confidentiality of all proprietary and sensitive information exchanged under this agreement. This confidentiality obligation will remain in effect for a period of [X] years after the termination of the agreement, unless otherwise required by law.
Delivery and performance terms clause
This variation applies when defining delivery and performance expectations.
[Party Name] agrees to deliver all products/services outlined in this agreement by [X] date. The performance of each party’s obligations shall meet the standards specified in the agreement, and any delay or failure to meet these standards shall be communicated promptly to the other party.
Indemnification and liability clause
This variation applies when addressing indemnification and liability.
[Party Name] agrees to indemnify and hold [Other Party Name] harmless from any claims, damages, or losses resulting from a breach of the terms of this agreement. Both parties acknowledge that they are responsible for their actions and will not hold the other party liable for indirect, consequential, or punitive damages.
Governing law clause
This variation applies when specifying the governing law.
This agreement shall be governed by and construed in accordance with the laws of [jurisdiction]. Any disputes arising from this agreement will be resolved in the courts of [jurisdiction], and both parties consent to the exclusive jurisdiction of those courts.
Dispute resolution clause
This variation applies when specifying how disputes will be resolved.
In the event of any dispute arising under or in connection with this agreement, the parties agree to attempt to resolve the dispute through informal negotiation. If the dispute cannot be resolved amicably, the parties agree to submit to mediation or arbitration before taking any legal action.
Modification of terms clause
This variation applies when specifying how the agreement may be modified.
Any modifications to the terms of this agreement must be made in writing and signed by both parties. No oral amendments or modifications shall be valid unless confirmed in writing and agreed upon by both parties.
No waiver clause
This variation applies when addressing the waiver of terms.
No waiver of any term or condition of this agreement by either party shall be deemed a waiver of any other term or condition. Any failure to enforce any term or provision shall not be construed as a waiver of such term or provision in the future.
Force majeure clause
This variation applies when addressing force majeure events.
Neither party shall be liable for failure to perform its obligations under this agreement due to events beyond its reasonable control, including but not limited to natural disasters, acts of government, strikes, or other unforeseen circumstances. Both parties agree to notify the other promptly if a force majeure event occurs.
Assignment and delegation clause
This variation applies when specifying terms on assignment and delegation.
Neither party shall assign or delegate any rights or obligations under this agreement without the prior written consent of the other party. Any unauthorized assignment or delegation shall be void and of no effect.
Severability clause
This variation applies when specifying that the agreement remains enforceable even if parts are invalid.
If any provision of this agreement is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The invalid provision shall be amended to reflect the parties' intent as closely as possible.
Notice provisions clause
This variation applies when outlining the procedure for giving notices.
Any notices required or permitted under this agreement shall be in writing and delivered by hand, mail, or email to the addresses specified in this agreement. Notices will be deemed received upon delivery or transmission, as applicable.
Entire agreement clause
This variation applies when confirming that the written agreement is the complete understanding.
This agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, or understandings, whether written or oral, relating to the same subject matter.
Representation and warranties clause
This variation applies when confirming representations and warranties.
[Party Name] represents and warrants that they have the authority to enter into and perform this agreement and that no third-party agreements are violated by the execution of this contract. Both parties warrant that the services/products provided will meet the specified standards.
Confidentiality and non-compete clause
This variation applies when specifying confidentiality and non-compete terms.
Both parties agree to keep confidential all proprietary information shared during the course of this agreement and to refrain from engaging in activities that directly compete with the other party’s business during the term of this agreement and for a period of [X] years thereafter.
Responsibility for expenses clause
This variation applies when outlining responsibility for expenses.
Unless otherwise agreed in writing, each party will be responsible for its own expenses, including legal fees, incurred in connection with the performance of obligations under this agreement.
Termination for convenience clause
This variation applies when specifying termination terms for convenience.
Either party may terminate this agreement for any reason upon [X] days' written notice to the other party. In the event of termination, neither party shall be liable for any penalties or damages beyond any accrued obligations up to the date of termination.
Remedies for breach clause
This variation applies when specifying remedies in the event of a breach.
In the event of a breach of this agreement, the non-breaching party may seek any remedy available under applicable law, including but not limited to injunctive relief, damages, or specific performance.
Taxes and duties clause
This variation applies when addressing taxes and duties.
[Party Name] agrees to pay any applicable taxes, fees, or duties arising from the performance of this agreement. All such taxes or duties shall be paid promptly and in accordance with relevant laws.
Relationship of the parties clause
This variation applies when defining the relationship between the parties.
The parties acknowledge and agree that this agreement does not create a partnership, joint venture, or employment relationship. The parties are independent contractors and will not represent themselves as agents of the other.
Limitations on liability clause
This variation applies when specifying limitations on liability.
Neither party shall be liable for any indirect, incidental, or consequential damages arising from the performance of this agreement. The total liability of either party under this agreement shall be limited to the amount paid by the other party under the agreement.
Governing language clause
This variation applies when specifying the governing language of the agreement.
This agreement shall be written in the English language, and in the event of any discrepancies between different language versions, the English language version shall prevail.
Waiver of rights clause
This variation applies when addressing the waiver of rights.
Any waiver of rights under this agreement must be in writing and signed by the party granting the waiver. The waiver of any right under this agreement does not constitute a waiver of any future rights.
Performance milestones clause
This variation applies when setting out performance milestones.
[Party Name] agrees to achieve the following performance milestones by the specified dates: [list milestones]. Failure to meet these milestones may result in penalties or the termination of this agreement.
Non-transferability clause
This variation applies when confirming non-transferability of rights.
The rights and obligations of each party under this agreement are non-transferable and may not be assigned, transferred, or subcontracted without the prior written consent of the other party.
Ownership of work product clause
This variation applies when specifying ownership of work products.
All work product, including intellectual property, created under this agreement shall remain the exclusive property of [Party Name] unless otherwise agreed in writing. Both parties agree to transfer any necessary rights to ensure the exclusive ownership of the work product.
No obligation to renew clause
This variation applies when confirming that there is no obligation to renew.
Neither party is obligated to renew this agreement after its expiration or termination. Any renewal of this agreement will be subject to mutual written agreement.
Acknowledgment of understanding clause
This variation applies when confirming mutual understanding.
Both parties acknowledge that they have read and understood the terms and conditions of this agreement and that they enter into this agreement voluntarily and without coercion.
Rights and obligations of the parties clause
This variation outlines the specific rights and obligations of each party under the agreement.
Both parties agree to fulfill their respective obligations outlined in this agreement, including the timely delivery of services and the payment of fees. Each party retains all rights necessary to perform their duties, and neither party shall interfere with the other’s ability to execute their responsibilities.
Termination and exit strategy clause
This variation applies when defining termination terms and an exit strategy.
Either party may terminate this agreement with [X] days' written notice if the other party fails to meet its obligations. In case of termination, the parties agree to an exit strategy that ensures a smooth transition and addresses any outstanding obligations or payments.
Confidentiality and non-disclosure clause
This variation defines confidentiality and non-disclosure terms.
Both parties agree to keep all proprietary and confidential information shared during the course of this agreement confidential. Neither party will disclose any confidential information to third parties without prior written consent, except as required by law.
Payment schedule and conditions clause
This variation outlines payment schedules and conditions.
Payments under this agreement will be made in accordance with the following schedule: [insert payment dates or milestones]. Payments are due within [X] days from the date of invoice unless otherwise specified. Late payments will incur a penalty of [X]% per month.
Performance expectations clause
This variation defines the performance expectations for the parties.
Both parties agree to perform their respective duties with the highest standards of quality and professionalism. Specific performance expectations and metrics will be outlined in [Appendix/Attachment], and any failure to meet these expectations may result in penalties or the termination of the agreement.
Governing law and dispute resolution clause
This variation specifies the governing law and dispute resolution process.
This agreement shall be governed by the laws of [jurisdiction]. Any dispute arising from or relating to this agreement will be resolved through [mediation/arbitration] in [location], and both parties agree to bear their respective costs for such resolution.
Intellectual property ownership clause
This variation outlines the ownership of intellectual property created under the agreement.
Any intellectual property created or developed during the term of this agreement shall remain the sole property of [Party Name]. The other party will not claim any rights, title, or interest in such intellectual property, unless otherwise agreed in writing.
Indemnification clause
This variation addresses indemnification obligations.
[Party Name] agrees to indemnify and hold [Other Party Name] harmless from any claims, losses, or damages arising out of the breach of this agreement, including any third-party claims resulting from such a breach. Each party is responsible for its own actions and liabilities.
Force majeure clause
This variation outlines force majeure conditions.
Neither party shall be held liable for failure to perform its obligations under this agreement if such failure is caused by events beyond its control, including but not limited to acts of God, war, or governmental restrictions. Both parties will make reasonable efforts to mitigate the effects of such events.
Term and renewal clause
This variation defines the term and renewal conditions of the agreement.
This agreement shall begin on [start date] and continue for a period of [X] years, unless terminated earlier as provided in this agreement. Upon expiration, the agreement may be renewed by mutual consent of both parties, subject to new terms and conditions.
Insurance requirements clause
This variation applies when insurance is required.
Both parties agree to maintain adequate insurance coverage to protect against potential liabilities arising from this agreement. Proof of such insurance must be provided to the other party upon request.
Compliance with applicable laws clause
This variation ensures that both parties comply with applicable laws.
Both parties agree to comply with all relevant local, state, and federal laws, regulations, and ordinances related to the performance of their obligations under this agreement. Any changes in applicable laws will be promptly communicated to the other party.
Subcontracting clause
This variation specifies conditions for subcontracting.
Neither party may subcontract any of their obligations under this agreement without the prior written consent of the other party. Any subcontractor must comply with the terms and conditions of this agreement.
Confidentiality of financial information clause
This variation applies when financial information is confidential.
Both parties agree to treat all financial information related to this agreement as confidential. This information will not be disclosed to third parties without the prior written consent of the other party, except as required by law.
Termination for breach clause
This variation applies when termination is allowed due to a breach.
Either party may terminate this agreement immediately if the other party materially breaches any of its obligations under this agreement. The terminating party must provide written notice of the breach and a reasonable opportunity for the breaching party to cure the breach before termination.
Confidentiality of terms clause
This variation applies when confidentiality extends to the terms of the agreement.
Both parties agree that the terms of this agreement, including pricing, performance obligations, and deliverables, shall remain confidential and will not be disclosed to third parties without the prior written consent of the other party, except as required by law.
Non-compete clause
This variation applies when a non-compete provision is included.
During the term of this agreement and for [X] years after termination, neither party will directly or indirectly engage in any business activities that compete with the other party’s business in the same industry or market.
Dispute resolution procedure clause
This variation outlines the procedure for resolving disputes.
In the event of a dispute arising under this agreement, both parties agree to first attempt to resolve the dispute through informal negotiation. If the dispute cannot be resolved amicably, it will be submitted to [mediation/arbitration] in accordance with the rules of [specified arbitration body].
Limitation of liability clause
This variation limits liability in the agreement.
Neither party shall be liable for any indirect, special, or consequential damages arising from this agreement. The total liability of either party under this agreement shall not exceed the amount paid by the other party under the terms of this agreement.
Assignment clause
This variation specifies the conditions under which the agreement can be assigned.
Neither party may assign or transfer any of their rights or obligations under this agreement to any third party without the prior written consent of the other party. Any unauthorized assignment or transfer will be deemed void.
Mutual cooperation clause
This variation applies when mutual cooperation is needed.
Both parties agree to cooperate fully and in good faith in carrying out their obligations under this agreement. This includes providing necessary resources, information, and assistance to ensure the successful completion of the agreed-upon tasks.
Notice clause
This variation outlines how notices should be delivered.
All notices required or permitted under this agreement shall be in writing and sent to the designated addresses of each party as specified in this agreement. Notices shall be deemed effective upon delivery via mail, email, or other agreed-upon methods.
Waiver of claims clause
This variation applies when a party waives its rights to certain claims.
By signing this agreement, both parties waive any future claims arising from past actions, failures, or omissions that are not addressed in this agreement. This waiver does not apply to claims related to breach of the agreement or unlawful conduct.
Business continuity clause
This variation applies when business continuity must be ensured.
Both parties agree to establish and maintain business continuity plans to mitigate the impact of disruptions during the term of this agreement. The plans must be communicated and implemented promptly in case of unforeseen events affecting business operations.
Survival clause
This variation applies when certain provisions survive termination.
Any provisions of this agreement that by their nature should survive termination, including but not limited to confidentiality, indemnification, and dispute resolution provisions, shall remain in effect after the termination of this agreement.
Exclusive jurisdiction clause
This variation specifies the jurisdiction for legal matters.
Both parties agree that any disputes related to this agreement shall be heard exclusively in the courts of [specified jurisdiction], and each party consents to the exclusive jurisdiction and venue of such courts.
Anti-bribery and corruption clause
This variation applies when anti-bribery and corruption terms are included.
Both parties agree to comply with all applicable anti-bribery and anti-corruption laws and regulations. Neither party will engage in any activities that could constitute bribery or corruption in connection with the performance of this agreement.
Confidentiality of business strategies clause
This variation applies when business strategies must remain confidential.
Both parties agree to keep confidential any business strategies, marketing plans, or other strategic information shared during the term of this agreement. This confidentiality obligation extends beyond the termination of the agreement for a period of [X] years.
Compliance with industry standards clause
This variation applies when adherence to industry standards is required.
[Party Name] agrees to perform all tasks outlined in this agreement in compliance with industry standards and best practices. Failure to meet such standards may result in the termination of this agreement or penalties.
Ethical business practices clause
This variation applies when both parties commit to ethical business practices.
Both parties agree to conduct all business under this agreement in accordance with ethical standards, including honesty, integrity, and transparency, and will avoid any actions that may undermine these values.
Term of service clause
This variation applies when specifying the term of service under the agreement.
The term of this agreement shall commence on [start date] and continue until [end date], unless earlier terminated by either party in accordance with the terms set forth herein.
Modifications clause
This variation applies when addressing how the agreement can be modified.
This agreement may be modified or amended only by a written document signed by both parties. No oral modifications or amendments shall be valid unless confirmed in writing.
Non-solicitation of employees clause
This variation applies when preventing the solicitation of employees.
Both parties agree not to solicit or hire any employees or contractors of the other party during the term of this agreement and for a period of [X] years after termination.
Data protection clause
This variation applies when ensuring data protection compliance.
Both parties agree to comply with all applicable data protection laws and regulations in relation to the processing and handling of any personal data exchanged during the term of this agreement.
Mutual indemnification clause
This variation applies to indemnification by both parties.
Each party agrees to indemnify and hold harmless the other party against any claims, damages, or losses resulting from their own actions, negligence, or failure to perform under the terms of this agreement.
Entire agreement clause
This variation applies when confirming the agreement as the entire contract.
This agreement represents the entire understanding between the parties and supersedes all prior negotiations, discussions, or agreements, whether written or oral, relating to the subject matter.
Compliance with health and safety laws clause
This variation applies when ensuring compliance with health and safety regulations.
Both parties agree to comply with all applicable health and safety laws, rules, and regulations during the execution of this agreement, ensuring a safe working environment for all employees and contractors involved.
Exclusivity clause
This variation applies when specifying an exclusive arrangement.
[Party Name] agrees that during the term of this agreement, they will exclusively engage with the other party for the specified goods or services and will not enter into similar agreements with any competitors.
Force majeure termination clause
This variation applies when termination can occur due to force majeure.
Either party may terminate this agreement immediately upon the occurrence of a force majeure event, including but not limited to natural disasters, acts of war, or governmental actions, that prevents the performance of their obligations.
Dispute resolution and mediation clause
This variation applies when specifying dispute resolution via mediation.
In the event of a dispute arising from this agreement, both parties agree to attempt resolution through mediation before pursuing legal action. The mediator will be selected jointly, and each party will bear its own mediation costs.
Non-transferability clause
This variation applies when the agreement is non-transferable.
Neither party shall assign, transfer, or subcontract any of its rights or obligations under this agreement without the prior written consent of the other party. Any unauthorized assignment shall be void.
Payment of taxes clause
This variation applies when specifying tax obligations.
Both parties agree to pay any taxes, duties, or levies arising from their respective obligations under this agreement, including any withholding taxes, sales tax, or VAT, as required by applicable laws.
Termination for convenience clause
This variation applies when allowing termination for convenience.
Either party may terminate this agreement for any reason upon [X] days' written notice to the other party. Termination under this clause will not affect any rights or obligations that have accrued prior to termination.
Confidentiality of negotiations clause
This variation applies when confidentiality covers negotiations.
Both parties agree that all discussions, correspondence, and documents exchanged during the negotiation of this agreement are confidential and shall not be disclosed to third parties without prior consent, except as required by law.
No waiver clause
This variation applies to prevent waiver of rights.
No waiver of any term, condition, or provision of this agreement by either party shall be deemed a waiver of any other term, condition, or provision, and no waiver shall be effective unless in writing and signed by the party granting the waiver.
Intellectual property usage clause
This variation applies when granting usage rights for intellectual property.
[Party Name] grants [Other Party Name] a non-exclusive, non-transferable license to use the intellectual property specified in this agreement solely for the purposes outlined herein. Any unauthorized use is prohibited.
Severability clause
This variation applies when ensuring the agreement remains valid even if parts are invalid.
If any provision of this agreement is deemed invalid, illegal, or unenforceable, the remainder of the agreement shall remain in full force and effect, and the invalid provision will be amended to reflect the parties' intent as closely as possible.
Reporting and auditing clause
This variation applies when requiring reporting and audits.
Both parties agree to provide regular reports of their activities under this agreement. Either party may request an audit of the other party’s compliance with the terms, and the audited party will cooperate fully at their own expense.
Performance guarantees clause
This variation applies when performance guarantees are required.
[Party Name] guarantees the timely performance of its obligations under this agreement. If performance fails to meet the agreed-upon standards, [Other Party Name] may claim damages for losses incurred as a result.
No unauthorized use clause
This variation applies when preventing unauthorized use of the agreement.
Neither party shall use any materials, content, or intellectual property related to this agreement for purposes other than those expressly authorized under the terms of this agreement without prior written consent from the other party.
Compliance with local laws clause
This variation applies when ensuring compliance with local laws.
Both parties agree to comply with all local, state, and federal laws applicable to the performance of their obligations under this agreement, including any regulatory requirements specific to the jurisdiction of each party.
Renewal clause
This variation applies when renewing the agreement.
This agreement may be renewed upon mutual written agreement of both parties. The renewal shall be subject to the same terms and conditions, unless otherwise agreed by the parties in writing.
Confidentiality of pricing clause
This variation applies when pricing must remain confidential.
Both parties agree that any pricing information contained in this agreement shall remain confidential and shall not be disclosed to third parties, except as required by law or with prior written consent from the other party.
Relationship of the parties clause
This variation applies when defining the relationship between the parties.
The parties acknowledge that this agreement does not create a partnership, joint venture, or employer-employee relationship. Both parties are independent contractors, and no other relationship is implied by this agreement.
Right to inspect clause
This variation applies when one party has the right to inspect.
[Party Name] has the right to inspect and verify the work or products provided by [Other Party Name] under this agreement. The inspection will be conducted at mutually agreed times and will be at the inspecting party’s expense.
Non-competing clause
This variation applies when preventing competition.
[Party Name] agrees not to engage in any business activities that directly compete with the other party’s business during the term of this agreement and for a period of [X] years thereafter, within the geographical region specified in this agreement.
Dispute notification clause
This variation applies when disputes must be formally notified.
In the event of a dispute, the party raising the dispute must provide written notification to the other party within [X] days, specifying the nature of the dispute and any proposed resolutions.
Customization and personalization clause
This variation applies when allowing customization of terms.
Both parties agree to customize certain provisions of this agreement to better fit their specific business needs. Any customized terms will be documented in writing and agreed upon by both parties before implementation.
Exclusion of liability clause
This variation applies when excluding certain liabilities.
Neither party shall be liable for any indirect, consequential, or special damages arising out of the execution of this agreement. Liability will be limited to direct damages incurred as a result of a breach of the terms specified herein.
Alternative dispute resolution clause
This variation applies when specifying alternative dispute resolution methods.
In the event of a dispute, both parties agree to use alternative dispute resolution (ADR) methods, such as mediation or arbitration, before seeking legal action. The costs for ADR will be split equally unless otherwise agreed.
Insurance and bonding clause
This variation applies when insurance or bonding is required.
[Party Name] agrees to maintain appropriate insurance coverage, including liability insurance and bonding, as necessary to perform the obligations outlined in this agreement. Proof of such insurance or bonding will be provided upon request.
Termination for convenience with penalties clause
This variation applies when termination for convenience involves penalties.
Either party may terminate this agreement for convenience with [X] days' written notice; however, if the termination occurs within [X] days of the effective date, a penalty fee of [X]% of the total contract value will be payable by the terminating party.
Governing body and decision-making clause
This variation applies when specifying a governing body.
The decision-making authority for any major changes or disputes arising under this agreement will be vested in [specific governing body or committee]. The governing body will make final decisions on all related matters, with each party having equal representation.
Changes to scope clause
This variation applies when changes to the scope are addressed.
Any changes to the scope of work under this agreement must be mutually agreed upon in writing by both parties. Changes in the scope may result in adjustments to pricing or timelines, which will be documented and agreed upon prior to implementation.
Notice of force majeure event clause
This variation applies when notifying of force majeure events.
In the event of a force majeure event, the affected party must promptly notify the other party of the event and its expected duration. The notification should be provided in writing, along with any steps being taken to mitigate the impact of the event on the performance of the agreement.
Termination for convenience without penalty clause
This variation applies when termination for convenience is allowed without penalties.
Either party may terminate this agreement for convenience at any time with [X] days' written notice. In this case, no penalty fees will apply, and any unpaid obligations up to the termination date must be settled within [X] days.
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.