Full disclosure clause: Copy, customize, and use instantly
Introduction
A full disclosure clause ensures that all parties involved in the agreement provide accurate and complete information related to the terms, financial status, and any potential risks. It is essential for preventing misunderstandings and ensuring transparency, trust, and informed decision-making.
Below are templates for full disclosure clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
General full disclosure
This clause applies to general full disclosure.
Each Party agrees to fully disclose any and all material information relevant to the performance of this Agreement. This includes, but is not limited to, financial status, legal obligations, and any other information that could affect the other Party’s decision to proceed with the Agreement.
Disclosure of financial information
This clause applies to the disclosure of financial information.
Each Party agrees to disclose any financial information that may affect the performance of this Agreement, including but not limited to balance sheets, income statements, and liabilities, upon request by the other Party.
Disclosure of legal risks
This clause applies to the disclosure of legal risks.
Each Party agrees to fully disclose any pending or potential legal claims, disputes, or investigations that may impact the execution or performance of this Agreement, including any risks that may affect the Parties' rights and obligations.
Disclosure of conflicts of interest
This clause applies to the disclosure of conflicts of interest.
Each Party agrees to disclose any conflicts of interest that may arise during the term of this Agreement. The disclosure must include any personal, financial, or professional interests that could influence the Party’s performance or judgment under this Agreement.
Disclosure of material changes
This clause applies to the disclosure of material changes.
Each Party agrees to promptly disclose any material changes in its business operations, ownership structure, financial condition, or any other significant events that could affect the performance of the Agreement or the ability to meet its obligations.
Disclosure of third-party agreements
This clause applies to the disclosure of third-party agreements.
Each Party agrees to disclose any third-party agreements or contracts that may conflict with or affect the execution of this Agreement, ensuring that all relevant external obligations are considered and addressed.
Disclosure of intellectual property rights
This clause applies to the disclosure of intellectual property rights.
Each Party agrees to disclose any intellectual property rights or claims, including patents, trademarks, copyrights, and trade secrets, that may affect or be related to the performance of the Agreement, ensuring all parties are aware of existing IP concerns.
Disclosure of financial or business relationships
This clause applies to the disclosure of financial or business relationships.
Each Party agrees to disclose any financial or business relationships with third parties that could affect or influence the performance of this Agreement, including relationships that might present potential conflicts of interest.
Disclosure of regulatory compliance
This clause applies to the disclosure of regulatory compliance.
Each Party agrees to disclose any non-compliance with applicable regulations, laws, or standards that could impact the execution of this Agreement. This includes, but is not limited to, environmental, health, safety, and employment regulations.
Disclosure of personal data practices
This clause applies to the disclosure of personal data practices.
Each Party agrees to disclose their practices regarding the collection, use, and protection of personal data under this Agreement, ensuring that both Parties comply with applicable data protection laws and regulations.
Disclosure of pending litigation
This clause applies to the disclosure of pending litigation.
Each Party agrees to disclose any pending or threatened litigation, legal actions, or proceedings that may have a significant impact on the performance of this Agreement or the rights of the Parties involved.
Disclosure of tax obligations
This clause applies to the disclosure of tax obligations.
Each Party agrees to disclose any material tax obligations, pending audits, or liabilities that may affect the performance of this Agreement or the ability to meet financial commitments.
Disclosure of customer complaints
This clause applies to the disclosure of customer complaints.
Each Party agrees to disclose any significant customer complaints, grievances, or issues that could affect the reputation, performance, or obligations under this Agreement, ensuring transparency in customer relations.
Disclosure of company structure
This clause applies to the disclosure of company structure.
Each Party agrees to disclose the organizational structure of their company, including subsidiaries, affiliates, and related entities, that may have an impact on their obligations or performance under this Agreement.
Disclosure of ownership interests
This clause applies to the disclosure of ownership interests.
Each Party agrees to disclose any material ownership interests, direct or indirect, in other companies or entities that may affect their ability to perform under this Agreement or lead to potential conflicts of interest.
Disclosure of accounting practices
This clause applies to the disclosure of accounting practices.
Each Party agrees to disclose its accounting practices and policies, particularly those that could impact the financial obligations or performance
Disclosure of material liabilities
This clause applies to the disclosure of material liabilities.
Each Party agrees to disclose any material liabilities, including debts, contingent liabilities, or legal obligations, that may affect the ability to meet their obligations under this Agreement.
Disclosure of outstanding debts
This clause applies to the disclosure of outstanding debts.
Each Party agrees to disclose any outstanding debts, loans, or credit obligations that could affect the performance or financial standing of either Party under this Agreement.
Disclosure of key personnel changes
This clause applies to the disclosure of key personnel changes.
Each Party agrees to disclose any changes to key personnel, including the appointment or removal of executives, directors, or key employees, that could impact the execution or management of this Agreement.
Disclosure of insurance coverage
This clause applies to the disclosure of insurance coverage.
Each Party agrees to disclose its insurance coverage, including types of insurance, coverage amounts, and any changes to insurance terms that may impact the performance of this Agreement.
Disclosure of changes in ownership or control
This clause applies to the disclosure of changes in ownership or control.
Each Party agrees to disclose any changes in the ownership or control of their business, including the transfer of shares, stock, or assets, that may affect their obligations under this Agreement.
Disclosure of financial audit results
This clause applies to the disclosure of financial audit results.
Each Party agrees to disclose the results of any financial audits or reviews, including findings that may affect the performance of this Agreement or the financial status of either Party.
Disclosure of external audits or reviews
This clause applies to the disclosure of external audits or reviews.
Each Party agrees to disclose any external audits or reviews, including findings or recommendations that could impact the performance or obligations under this Agreement.
Disclosure of material contracts
This clause applies to the disclosure of material contracts.
Each Party agrees to disclose any material contracts or agreements with third parties that could impact the execution or terms of this Agreement, including those that may present conflicts of interest.
Disclosure of potential regulatory investigations
This clause applies to the disclosure of potential regulatory investigations.
Each Party agrees to disclose any potential or ongoing regulatory investigations or proceedings that may affect the ability to fulfill obligations under this Agreement or the Party’s legal standing.
Disclosure of significant supplier or vendor relationships
This clause applies to the disclosure of significant supplier or vendor relationships.
Each Party agrees to disclose any significant supplier or vendor relationships that could impact the execution of this Agreement, especially those that provide key products or services critical to performance.
Disclosure of customer financial status
This clause applies to the disclosure of customer financial status.
Each Party agrees to disclose the financial status of any key customers whose payments or actions may materially affect the performance or obligations under this Agreement.
Disclosure of material non-compliance with laws
This clause applies to the disclosure of material non-compliance with laws.
Each Party agrees to disclose any material non-compliance with laws, regulations, or legal obligations that may affect the performance or execution of this Agreement.
Disclosure of the use of subcontractors
This clause applies to the disclosure of the use of subcontractors.
Each Party agrees to disclose any subcontractors or third-party contractors engaged to perform any portion of the services or obligations under this Agreement, including the terms of any subcontractual arrangements.
Disclosure of significant customer contracts
This clause applies to the disclosure of significant customer contracts.
Each Party agrees to disclose any significant customer contracts or agreements that may affect the execution of the Agreement or involve financial commitments relevant to the performance.
Disclosure of changes in tax status
This clause applies to the disclosure of changes in tax status.
Each Party agrees to disclose any changes in its tax status or tax filings that may affect the execution of obligations under this Agreement, including changes to tax compliance or pending tax disputes.
Disclosure of changes in business operations
This clause applies to the disclosure of changes in business operations.
Each Party agrees to disclose any material changes in their business operations, such as restructuring, downsizing, or changes in key operational practices, that may affect the performance or obligations under this Agreement.
Disclosure of business continuity plans
This clause applies to the disclosure of business continuity plans.
Each Party agrees to disclose its business continuity or disaster recovery plans, including any updates or changes that could impact the delivery or performance of services under this Agreement.
Disclosure of ownership of intellectual property
This clause applies to the disclosure of ownership of intellectual property.
Each Party agrees to disclose the ownership of any intellectual property, including patents, trademarks, or copyrights, that are relevant to the performance or obligations under this Agreement.
Disclosure of political contributions or affiliations
This clause applies to the disclosure of political contributions or affiliations.
Each Party agrees to disclose any political contributions or affiliations that may present a conflict of interest or affect the Party’s performance under this Agreement.
Disclosure of pending mergers or acquisitions
This clause applies to the disclosure of pending mergers or acquisitions.
Each Party agrees to disclose any pending or potential mergers, acquisitions, or changes in ownership that may affect their ability to perform under this Agreement or create potential conflicts of interest.
Disclosure of substantial changes in financial condition
This clause applies to the disclosure of substantial changes in financial condition.
Each Party agrees to disclose any substantial changes in its financial condition, including significant losses, liquidity problems, or other events that could materially affect its ability to meet obligations under this Agreement.
Disclosure of ongoing litigation
This clause applies to the disclosure of ongoing litigation.
Each Party agrees to disclose any ongoing litigation or legal proceedings that could materially affect their ability to perform under this Agreement or that could impact the rights and obligations of the other Party.
Disclosure of customer payment issues
This clause applies to the disclosure of customer payment issues.
Each Party agrees to disclose any issues with customer payments that may affect cash flow or impact the performance of obligations under this Agreement, including overdue invoices or disputes.
Disclosure of changes in creditworthiness
This clause applies to the disclosure of changes in creditworthiness.
Each Party agrees to disclose any material changes in their creditworthiness, including any downgrades, new credit facilities, or other relevant changes that could impact their ability to meet obligations under this Agreement.
Disclosure of audit findings
This clause applies to the disclosure of audit findings.
Each Party agrees to disclose the findings of any audits, including internal, external, or regulatory audits, that could affect the execution of this Agreement or reveal risks to its performance.
Disclosure of changes in debt obligations
This clause applies to the disclosure of changes in debt obligations.
Each Party agrees to disclose any material changes in their debt obligations, including taking on new loans, changes in terms, or repayment schedules, that may affect the performance or obligations under this Agreement.
Disclosure of foreign exchange risk
This clause applies to the disclosure of foreign exchange risk.
Each Party agrees to disclose any exposure to foreign exchange risk that could affect the financial performance or obligations under this Agreement, including exchange rate fluctuations or hedging strategies.
Disclosure of potential regulatory violations
This clause applies to the disclosure of potential regulatory violations.
Each Party agrees to disclose any potential regulatory violations, fines, or non-compliance issues that may impact the execution of this Agreement or create liabilities for either Party.
Disclosure of product defects or recalls
This clause applies to the disclosure of product defects or recalls.
Each Party agrees to disclose any known or potential product defects, safety issues, or recalls that could affect the performance of this Agreement or the safety of the products involved.
Disclosure of significant changes in business strategy
This clause applies to the disclosure of significant changes in business strategy.
Each Party agrees to disclose any significant changes in their business strategy or direction that could affect their ability to meet obligations or performance criteria under this Agreement.
Disclosure of changes in insurance coverage
This clause applies to the disclosure of changes in insurance coverage.
Each Party agrees to disclose any material changes to their insurance coverage, including reduced limits, changes in terms, or the cancellation of any policies that may affect their ability to meet the obligations under this Agreement.
Disclosure of environmental impact
This clause applies to the disclosure of environmental impact.
Each Party agrees to disclose any material environmental impact, including violations of environmental regulations or changes in environmental practices that could affect the performance of obligations under this Agreement.
Disclosure of employee claims or disputes
This clause applies to the disclosure of employee claims or disputes.
Each Party agrees to disclose any employee claims, disputes, or complaints that could materially affect the performance of obligations under this Agreement or result in significant legal liabilities.
Disclosure of key business risks
This clause applies to the disclosure of key business risks.
Each Party agrees to disclose any key business risks, including financial, operational, or market risks, that could affect the ability to meet obligations under this Agreement or the long-term viability of the business.
Disclosure of any significant changes in operational capacity
This clause applies to the disclosure of any significant changes in operational capacity.
Each Party agrees to disclose any significant changes in their operational capacity, including reductions in workforce, changes in production capacity, or other factors that may impact their ability to fulfill obligations under this Agreement.
Disclosure of reliance on third-party suppliers
This clause applies to the disclosure of reliance on third-party suppliers.
Each Party agrees to disclose any critical reliance on third-party suppliers or contractors that could impact the fulfillment of obligations under this Agreement, particularly where the third-party’s failure to perform could create a material risk.
Disclosure of key customer changes
This clause applies to the disclosure of key customer changes.
Each Party agrees to disclose any changes in key customer relationships, including contract terminations, significant shifts in purchasing patterns, or other changes that could affect the business's financial stability and obligations under this Agreement.
Disclosure of business reorganization plans
This clause applies to the disclosure of business reorganization plans.
Each Party agrees to disclose any business reorganization plans, including mergers, acquisitions, divestitures, or restructuring that could affect the terms of this Agreement or the ability to fulfill obligations.
Disclosure of past performance or financial history
This clause applies to the disclosure of past performance or financial history.
Each Party agrees to disclose any relevant information regarding their past performance or financial history, particularly if there are material adverse events that could affect the terms of this Agreement.
Disclosure of changes in regulatory compliance
This clause applies to the disclosure of changes in regulatory compliance.
Each Party agrees to disclose any material changes in regulatory compliance, including new regulatory requirements or any instances of non-compliance that could impact the performance of obligations under this Agreement.
Disclosure of capital structure changes
This clause applies to the disclosure of capital structure changes.
Each Party agrees to disclose any changes in their capital structure, including debt-to-equity ratios, shareholder changes, or significant financial restructuring that could affect their obligations under this Agreement.
Disclosure of competitive landscape changes
This clause applies to the disclosure of competitive landscape changes.
Each Party agrees to disclose any significant changes in the competitive landscape, including the entry of major competitors, changes in market share, or other factors that could influence the execution or performance of this Agreement.
Disclosure of technological or system updates
This clause applies to the disclosure of technological or system updates.
Each Party agrees to disclose any significant technological or system updates, including changes to their internal systems, software, or infrastructure that could impact the execution of obligations under this Agreement.
Disclosure of funding and investment status
This clause applies to the disclosure of funding and investment status.
Each Party agrees to disclose any changes in their funding or investment status, including securing new investors, loans, or changes in financial backing, that may affect their ability to perform obligations under this Agreement.
Disclosure of risk mitigation strategies
This clause applies to the disclosure of risk mitigation strategies.
Each Party agrees to disclose any material risk mitigation strategies, including changes to insurance coverage, hedging activities, or other measures taken to mitigate risks that could impact the obligations under this Agreement.
Disclosure of supplier or vendor performance
This clause applies to the disclosure of supplier or vendor performance.
Each Party agrees to disclose the performance status of key suppliers or vendors, including any failure to meet contractual obligations or performance standards that could impact the terms of this Agreement.
Disclosure of product or service enhancements
This clause applies to the disclosure of product or service enhancements.
Each Party agrees to disclose any material enhancements or changes to the products or services offered under this Agreement, including modifications that could affect the performance, quality, or pricing of the goods or services provided.
Disclosure of changes in service capabilities
This clause applies to the disclosure of changes in service capabilities.
Each Party agrees to disclose any material changes in its service capabilities, including reductions in service offerings, changes in capacity, or delays that could impact the fulfillment of obligations under this Agreement.
Disclosure of adverse legal judgments
This clause applies to the disclosure of adverse legal judgments.
Each Party agrees to disclose any adverse legal judgments, including court orders or settlements, that could significantly affect their ability to meet obligations under this Agreement or that could create substantial financial liabilities.
Disclosure of changes in regulatory environment
This clause applies to the disclosure of changes in the regulatory environment.
Each Party agrees to disclose any changes in the regulatory environment, including new laws or amendments to existing regulations, that could affect their ability to fulfill obligations under this Agreement.
Disclosure of ongoing negotiations
This clause applies to the disclosure of ongoing negotiations.
Each Party agrees to disclose any ongoing negotiations that may impact the performance or terms of this Agreement, including potential deals, partnerships, or acquisitions that could alter the landscape in which this Agreement is executed.
Disclosure of violations of intellectual property rights
This clause applies to the disclosure of violations of intellectual property rights.
Each Party agrees to disclose any violations of intellectual property rights, including infringement or misuse of patents, trademarks, or copyrights, that could affect the execution of this Agreement or result in legal disputes.
Disclosure of changes in operating environment
This clause applies to the disclosure of changes in the operating environment.
Each Party agrees to disclose any significant changes in the operating environment, including economic conditions, technological advancements, or market dynamics, that may impact the performance of obligations under this Agreement.
Disclosure of key supplier financial instability
This clause applies to the disclosure of key supplier financial instability.
Each Party agrees to disclose any financial instability of key suppliers or vendors, including bankruptcy, insolvency, or significant financial distress, that could impact the ability to fulfill obligations under this Agreement.
Disclosure of significant changes in business plan
This clause applies to the disclosure of significant changes in the business plan.
Each Party agrees to disclose any material changes to its business plan, including major shifts in business goals, target markets, or operational focus that could affect its obligations under this Agreement.
Disclosure of product discontinuation
This clause applies to the disclosure of product discontinuation.
Each Party agrees to disclose any decision to discontinue or phase out a product or service that is part of this Agreement, including the timeline for discontinuation and the impact it may have on the Agreement.
Disclosure of mergers or acquisitions of competitors
This clause applies to the disclosure of mergers or acquisitions of competitors.
Each Party agrees to disclose any merger or acquisition involving a competitor, or any other significant market development that could alter the competitive landscape or impact the terms of this Agreement.
Disclosure of changes to workforce
This clause applies to the disclosure of changes to the workforce.
Each Party agrees to disclose any material changes to its workforce, including significant layoffs, union negotiations, or workforce reorganization, that could affect its ability to meet the obligations under this Agreement.
Disclosure of supplier failures
This clause applies to the disclosure of supplier failures.
Each Party agrees to disclose any failure by a key supplier to meet agreed-upon performance standards, such as late deliveries, poor-quality products, or other breaches that may affect the fulfillment of obligations under this Agreement.
Disclosure of changes to tax status or audits
This clause applies to the disclosure of changes to tax status or audits.
Each Party agrees to disclose any material changes in its tax status, including the initiation of tax audits, changes in tax obligations, or other relevant financial conditions that could impact performance under this Agreement.
Disclosure of software or system security breaches
This clause applies to the disclosure of software or system security breaches.
Each Party agrees to disclose any material security breaches involving its software or systems, including data breaches, hacking incidents, or vulnerabilities that could compromise the performance of this Agreement.
Disclosure of changes in product quality
This clause applies to the disclosure of changes in product quality.
Each Party agrees to disclose any changes in the quality of products or services provided under this Agreement, including any deterioration in product standards or quality control issues that may impact the fulfillment of obligations.
Disclosure of customer-related litigation
This clause applies to the disclosure of customer-related litigation.
Each Party agrees to disclose any ongoing or potential litigation involving key customers, particularly those that could affect the ability to perform under this Agreement or result in significant financial penalties.
Disclosure of supply chain disruptions
This clause applies to the disclosure of supply chain disruptions.
Each Party agrees to disclose any disruptions in their supply chain that could affect the fulfillment of obligations under this Agreement, including issues like shortages, delays, or disruptions in the supply of critical materials.
Disclosure of changes to the company’s mission or vision
This clause applies to the disclosure of changes to the company’s mission or vision.
Each Party agrees to disclose any material changes to its mission, vision, or overall strategic direction that could impact its ability to meet obligations or affect the execution of this Agreement.
Disclosure of failure to meet performance benchmarks
This clause applies to the disclosure of failure to meet performance benchmarks.
Each Party agrees to disclose any failure to meet agreed-upon performance benchmarks, including any delays, quality issues, or non-performance that could impact the execution of this Agreement.
Disclosure of changes to partnership agreements
This clause applies to the disclosure of changes to partnership agreements.
Each Party agrees to disclose any material changes to its partnership agreements, including new alliances, mergers, or changes in contractual relationships that could impact this Agreement.
Disclosure of environmental risks
This clause applies to the disclosure of environmental risks.
Each Party agrees to disclose any material environmental risks that could affect the performance of obligations under this Agreement, including risks related to environmental laws, climate change, or sustainability practices.
Disclosure of critical technological updates
This clause applies to the disclosure of critical technological updates.
Each Party agrees to disclose any critical updates or changes to their technology infrastructure, software, or systems that could affect the execution of this Agreement or the services provided.
Disclosure of third-party audit findings
This clause applies to the disclosure of third-party audit findings.
Each Party agrees to disclose any findings from third-party audits, including issues or recommendations that could affect the execution or performance of this Agreement.
Disclosure of significant operational risks
This clause applies to the disclosure of significant operational risks.
Each Party agrees to disclose any material operational risks, including issues that could disrupt business continuity or prevent the fulfillment of obligations under this Agreement.
Disclosure of licensing changes
This clause applies to the disclosure of licensing changes.
Each Party agrees to disclose any changes in the licensing terms or intellectual property rights that may affect the execution of this Agreement, including any loss or change in rights that could impact the Agreement’s performance.
Disclosure of changes in compliance certifications
This clause applies to the disclosure of changes in compliance certifications.
Each Party agrees to disclose any changes in the compliance certifications or industry standards that are relevant to this Agreement, including any loss of certification or new regulatory requirements.
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.