Fairness clause: Copy, customize, and use instantly
Introduction
A fairness clause ensures that all actions, decisions, or processes under the agreement are conducted justly and equitably. It promotes good faith, transparency, and equal treatment—helping avoid abuse of power or discriminatory behavior.
Below are templates for fairness clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Fairness clause with mutual obligation to act fairly
This version applies the duty to both parties.
Each party agrees to act fairly and in good faith throughout the duration of this agreement, including when exercising any rights or performing any obligations.
Fairness clause for decision-making processes
This version governs procedural fairness.
All decisions made under this agreement must be based on objective criteria, applied consistently, and free from arbitrary or discriminatory treatment.
Fairness clause with transparency requirement
This version links fairness to openness.
To ensure fairness, each party shall provide timely and accurate information relevant to the performance of this agreement, and shall not withhold material facts.
Fairness clause with no abuse of discretion
This version restricts misuse of authority.
Neither party shall exercise any discretionary right under this agreement in a manner that is unreasonable, unfair, or intended to disadvantage the other party.
Fairness clause with proportionality standard
This version balances actions to impact.
Any actions taken under this agreement shall be proportionate to the circumstances and must reflect a fair balance between the parties’ interests.
Fairness clause for dispute resolution
This version emphasizes fairness in conflict handling.
In the event of a dispute, both parties agree to seek a fair and equitable resolution through constructive dialogue, mediation, or other agreed-upon process before pursuing legal remedies.
Fairness clause with equal treatment provision
This version prevents discriminatory treatment.
The parties shall treat each other with fairness and equality, without discrimination based on race, gender, status, size, or bargaining power.
Fairness clause for performance reviews
This version ensures evaluations are balanced.
All performance evaluations, milestones, or approvals shall be conducted fairly, using transparent criteria communicated in advance and applied consistently.
Fairness clause with anti-retaliation safeguard
This version protects against unfair backlash.
No party shall retaliate or take unfair action against the other for asserting contractual rights or raising good-faith concerns regarding performance or compliance.
Fairness clause with duty to renegotiate
This version requires fairness during changes.
If circumstances materially change, the parties agree to enter into good-faith discussions to fairly renegotiate affected terms in light of the new conditions.
Fairness clause with balanced negotiation standard
This version encourages equitable negotiation practices.
The parties agree to negotiate all terms, amendments, and renewals in a fair and balanced manner, avoiding undue pressure or one-sided demands.
Fairness clause for price adjustments
This version ensures fairness in pricing changes.
Any adjustments to pricing or fees must be fair, reasonable, and reflective of actual market or cost conditions, and shall not be used to unreasonably benefit one party over the other.
Fairness clause with duty to consider context
This version considers surrounding circumstances.
Each party agrees to assess decisions under this agreement fairly, taking into account the context, intentions, and efforts of the other party.
Fairness clause for benefit distribution
This version applies to shared revenue or outcomes.
Any profits, benefits, or shared resources derived from this agreement shall be distributed fairly, in accordance with the agreed allocation formula.
Fairness clause for employer-employee relationship
This version targets workplace treatment.
The employer agrees to treat all employees governed by this agreement fairly, with respect to workload, compensation, feedback, and advancement opportunities.
Fairness clause with redress access
This version guarantees a way to address unfair treatment.
If either party believes they have been treated unfairly, they may initiate a formal review process under this agreement, with a reasonable opportunity to present their position.
Fairness clause for contract termination
This version ensures just termination.
Termination of this agreement shall be carried out fairly, without punitive intent, and with proper notice and explanation in accordance with the agreed terms.
Fairness clause with equal access to information
This version balances access to data or reports.
Both parties shall have equal and fair access to all relevant information, reports, or data that affect the execution or enforcement of this agreement.
Fairness clause for customer treatment
This version addresses client-facing scenarios.
The provider shall treat all customers fairly and without bias, offering services in accordance with published standards and without preferential treatment.
Fairness clause with non-exploitation rule
This version prevents taking advantage of weaker parties.
Neither party shall exploit any disparity in resources, bargaining power, or access to legal counsel to impose unfair terms or conditions.
Fairness clause with reasonable cooperation duty
This version ties fairness to collaboration.
Each party shall fairly and reasonably cooperate with the other to facilitate the smooth and timely completion of obligations under this agreement.
Fairness clause with regulatory compliance trigger
This version anchors fairness in law.
Any exercise of contractual rights shall be subject to principles of fairness as reflected in applicable statutes, regulations, and good industry practices.
Fairness clause with mutual respect language
This version emphasizes tone and conduct.
The parties agree to treat one another with fairness and mutual respect in all communications and interactions related to this agreement.
Fairness clause with anti-manipulation protection
This version bars indirect unfair tactics.
No party shall manipulate terms, timing, or procedures under this agreement in a way that unfairly disadvantages the other party.
Fairness clause for joint ventures
This version ensures equitable decision-making in JVs.
All decisions within the joint venture shall be made fairly, giving equal weight to the input, interests, and strategic priorities of both parties.
Fairness clause for billing or invoicing practices
This version targets service providers.
All invoices issued under this agreement must be fair, accurate, and reflective of actual services rendered, with no concealed fees or inflated charges.
Fairness clause for employee evaluations
This version relates to HR processes.
Evaluations of employee performance under this agreement shall be based on fair and objective standards and shall not be influenced by personal bias or unrelated conduct.
Fairness clause with fair remedy requirement
This version applies during breach resolution.
Any remedy sought under this agreement must be proportionate and fair, and not impose unreasonable burdens or punitive terms on the breaching party.
Fairness clause for supply chain relationships
This version protects subcontractors or vendors.
The contracting party agrees to treat all suppliers and subcontractors fairly, including timely payments, reasonable expectations, and transparency in procurement.
Fairness clause for sponsorship or media rights
This version applies to content-related agreements.
Allocation of sponsorship visibility, media mentions, or branded assets shall be handled fairly and in proportion to each party’s contribution or investment.
Fairness clause with third-party audit rights
This version promotes fairness through independent checks.
Either party may request a third-party audit to ensure fairness in cost-sharing, reporting accuracy, or performance measures under this agreement.
Fairness clause for collaborative projects
This version encourages balanced participation.
In collaborative work, both parties agree to contribute fairly and equitably to planning, execution, and credit allocation, with full transparency.
Fairness clause with dispute cooling-off period
This version adds fairness in dispute timing.
Before initiating any legal action, the parties agree to a fairness-oriented cooling-off period of [X] days to explore resolution through informal dialogue.
Fairness clause for changes in control
This version ensures fair treatment if ownership changes.
In the event of a change in control, the parties shall act fairly to preserve the original intent of this agreement and ensure no party is unduly prejudiced by such transition.
Fairness clause for AI or algorithmic decision-making
This version addresses digital fairness.
Where decisions under this agreement are supported by algorithms or automation, such systems must be designed and tested to ensure fairness, transparency, and explainability.
Fairness clause with independent review option
This version includes neutral evaluation.
Either party may refer a fairness-related issue to a mutually agreed neutral third party for non-binding review and recommendation.
Fairness clause with retroactive correction right
This version allows fixes to past unfairness.
If a decision under this agreement is later found to have been unfairly influenced, the affected party shall have the right to request a retroactive correction or equitable adjustment.
Fairness clause with ongoing reassessment trigger
This version revisits fairness over time.
The parties agree to periodically reassess the fairness of core terms every [X] months and shall enter discussions in good faith to address any imbalances.
Fairness clause with force majeure leniency
This version offers fairness during disruption.
In applying force majeure relief, the parties shall act fairly and consider the impact on both sides, including offering extensions or partial performance where possible.
Fairness clause for intellectual property licensing
This version ensures fair use of shared IP.
Any licensing of intellectual property under this agreement shall be done on fair and reasonable terms, with equitable access and mutual respect for ownership rights.
Fairness clause with review panel formation
This version allows internal fairness checks.
Upon written request by either party, a fairness review panel may be convened to evaluate whether a recent decision or action was just and appropriate.
Fairness clause for bonus or incentive payouts
This version governs discretionary payments.
Any bonuses or incentives shall be awarded based on fair and measurable criteria, and shall not be withheld arbitrarily or used as leverage.
Fairness clause for feedback or complaints
This version ensures equitable treatment of feedback.
Feedback and complaints submitted under this agreement shall be handled fairly, without retaliation, and with a timely and respectful response.
Fairness clause with public interest safeguard
This version adds social fairness.
The parties agree to consider the public interest when executing their duties under this agreement, and to avoid any unfair practices that may cause public harm or reputational risk.
Fairness clause for profit-sharing schemes
This version addresses internal fairness.
Where profit-sharing is in place, all calculations and disbursements shall be made using fair formulas, with full disclosure and access to underlying financial data.
Fairness clause for student, tenant, or consumer contracts
This version applies to power-imbalanced relationships.
The provider agrees to treat the counterparty fairly and transparently, with clear disclosures, reasonable expectations, and accessible remedies.
Fairness clause with peer-level consultation
This version requires mutual peer discussions.
Before making decisions that materially affect the agreement, the parties shall consult with one another fairly and transparently, treating one another as equal stakeholders.
Fairness clause for non-compete enforcement
This version softens restrictive covenants.
Any enforcement of restrictive covenants must be fair, narrowly tailored, and not prevent the restrained party from pursuing lawful and reasonable employment.
Fairness clause with community impact consideration
This version adds ethical evaluation.
Parties agree to consider the broader social and community impact of actions taken under this agreement and to act in ways that reflect fairness to affected third parties.
Fairness clause with internal escalation process
This version provides a structured process.
If a party believes it is being treated unfairly, it may escalate the matter internally through a documented fairness procedure before pursuing external remedies.
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.