SEC filings clause: Copy, customize, and use instantly

Introduction

An SEC filings clause outlines a party’s obligations relating to disclosures, reports, and filings required by the U.S. Securities and Exchange Commission (SEC). It helps ensure transparency, regulatory compliance, and timely reporting—especially in agreements involving public companies or transactions that may trigger disclosure obligations.

Below are templates for SEC filings clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.

Standard SEC filings clause

This version sets a general obligation for timely SEC reporting.

The [Company] shall make all filings, reports, and disclosures required by the Securities and Exchange Commission (SEC) in a timely manner and in accordance with applicable laws and regulations.

SEC filings clause with mutual cooperation

This version requires both parties to support disclosure needs.

Each party agrees to cooperate reasonably with the other in connection with any filings or disclosures required by the Securities and Exchange Commission (SEC), including by providing timely access to information or documentation necessary for such filings.

SEC filings clause with notice requirement

This version requires advance notice before public disclosures.

The [Company] shall provide the [Other Party] with prior written notice of any filing with the Securities and Exchange Commission (SEC) that references or includes this Agreement or any related transaction, and shall allow reasonable time for review and comment.

SEC filings clause with confidentiality carve-out

This version protects sensitive information from unnecessary disclosure.

Notwithstanding any disclosure obligations, the [Company] shall not include any confidential or proprietary information of the [Other Party] in any filing with the Securities and Exchange Commission (SEC) without the prior written consent of the [Other Party], unless such disclosure is required by law or regulation.

SEC filings clause with redaction option for sensitive terms

This version allows redaction of confidential terms in filings.

If any portion of this Agreement is required to be filed with the Securities and Exchange Commission (SEC), the [Company] may request confidential treatment or redact commercially sensitive provisions to the extent permitted by applicable regulations.

SEC filings clause with post-filing notification

This version mandates notice after a filing is made.

The [Company] shall notify the [Other Party] promptly after any filing with the Securities and Exchange Commission (SEC) that includes or references this Agreement or related materials.

SEC filings clause requiring pre-approval for references

This version requires pre-clearance before mentioning the other party.

The [Company] shall not reference the [Other Party] in any SEC filing without obtaining prior written consent, except as required by law.

SEC filings clause with summary disclosure limitation

This version limits detail in public filings.

Any SEC filing made pursuant to this Agreement shall summarize the terms of this Agreement in a general manner and avoid disclosing specific commercial terms unless required by law.

SEC filings clause with designated contact for disclosures

This version assigns a point of contact for filing coordination.

The [Company] shall designate a representative to coordinate with the [Other Party] regarding any SEC filing that involves this Agreement.

SEC filings clause with filing responsibility allocation

This version defines which party is responsible for filings.

The [Company] shall be solely responsible for all filings and disclosures required under applicable SEC rules in connection with this Agreement.

SEC filings clause with Regulation FD compliance

This version ensures public disclosure under fair disclosure rules.

All public disclosures under this Agreement, including SEC filings, shall comply with Regulation FD and related guidance issued by the Securities and Exchange Commission.

SEC filings clause with obligation to minimize disclosure

This version encourages disclosure only to the extent necessary.

The parties agree to limit disclosures in any SEC filing to only those terms necessary to satisfy applicable legal and regulatory requirements.

SEC filings clause requiring consultation before earnings releases

This version coordinates filings with earnings statements.

The [Company] shall consult with the [Other Party] before referencing this Agreement in any SEC filing made in connection with earnings announcements or investor presentations.

SEC filings clause with incorporation by reference option

This version allows referencing rather than full reproduction.

The [Company] may, where permissible, incorporate this Agreement by reference in any SEC filing instead of including the full text.

SEC filings clause with timing coordination

This version manages the timing of filings.

The parties shall use reasonable efforts to coordinate the timing of any SEC filings involving this Agreement to avoid conflicting disclosures.

SEC filings clause requiring advance draft review

This version allows time for review of draft filings.

The [Company] shall provide the [Other Party] with a draft of any proposed SEC filing referencing this Agreement at least [five] business days in advance of submission.

SEC filings clause with required legal review

This version involves legal counsel in the process.

All SEC filings referencing this Agreement shall be subject to review by legal counsel to ensure compliance with applicable securities laws and confidentiality protections.

SEC filings clause with exhibit designation flexibility

This version allows discretion on exhibit formatting.

The [Company] may, in its sole discretion, designate this Agreement as a material contract or file it as an exhibit in summary form, provided such designation complies with SEC regulations.

SEC filings clause with IPO-specific provisions

This version addresses IPO-related filings.

In connection with any initial public offering, the [Company] may file this Agreement with the SEC as required and shall notify the [Other Party] of any proposed disclosures.

SEC filings clause with indemnity for unauthorized disclosure

This version allocates risk of improper disclosure.

The [Company] shall indemnify the [Other Party] for any damages arising from unauthorized or inaccurate disclosures in SEC filings relating to this Agreement.

SEC filings clause with language preservation obligation

This version requires fidelity to original clause language.

Any excerpt of this Agreement included in an SEC filing shall retain the original language used and not be paraphrased unless mutually agreed upon.

SEC filings clause with guidance-based disclosure

This version aligns with SEC staff guidance.

Disclosures made pursuant to this Agreement shall be consistent with interpretive guidance issued by the SEC and relevant staff communications.

SEC filings clause with pre-negotiated disclosure summary

This version pre-agrees on language for filings.

The parties agree that any SEC filing referencing this Agreement shall include the following summary language: “[Insert pre-approved summary language].”

SEC filings clause with termination disclosure requirement

This version requires filing upon contract termination.

Upon termination of this Agreement, the [Company] shall file a Form 8-K or similar notice with the SEC if such termination constitutes a material event under applicable rules.

SEC filings clause with reporting threshold trigger

This version sets when filing is required.

The [Company] shall file this Agreement with the SEC only if it constitutes a material definitive agreement as defined in Item 1.01 of Form 8-K.

SEC filings clause with redaction schedule

This version includes an exhibit specifying what to redact.

Confidential portions of this Agreement may be redacted in SEC filings in accordance with the redaction schedule attached as [Schedule X].

SEC filings clause requiring updates for amendments

This version addresses filing amendments.

Any amendment to this Agreement shall be filed with the SEC if the original agreement was previously filed or incorporated by reference.

SEC filings clause with file-and-notify approach

This version simplifies the disclosure process.

The [Company] may file this Agreement with the SEC without prior review, provided that written notice is given to the [Other Party] within [three] business days of filing.

SEC filings clause with quarterly disclosure protocol

This version limits filings to quarterly periods.

The [Company] shall disclose this Agreement or any material changes thereto in the quarterly or annual reports filed with the SEC, unless earlier disclosure is legally required.

SEC filings clause with joint disclosure statement

This version proposes a shared disclosure document.

The parties may prepare a joint disclosure statement for use in SEC filings to describe the nature and scope of this Agreement.

SEC filings clause with obligation to comply with Item 601

This version cites a specific regulation.

The [Company] shall comply with the requirements of Item 601(b)(10) of Regulation S-K in determining whether to file this Agreement as a material contract.

SEC filings clause with annual review of filing needs

This version includes periodic review.

The parties shall review filing obligations annually to assess whether this Agreement remains subject to disclosure under SEC rules.

SEC filings clause with public summary and private addendum

This version separates public and confidential content.

The [Company] may file a public summary of this Agreement with the SEC and retain a confidential addendum not subject to public disclosure.

SEC filings clause requiring notice of redaction request denial

This version covers redaction rejection scenarios.

If the SEC rejects a redaction request related to this Agreement, the [Company] shall notify the [Other Party] promptly and consult on alternative disclosure options.

SEC filings clause with exclusion of non-material schedules

This version limits filings to core agreement content.

Non-material schedules and appendices shall be excluded from any SEC filing of this Agreement unless otherwise agreed or legally required.

SEC filings clause with internal approval process

This version ties filing to internal clearance.

All SEC filings referencing this Agreement shall be subject to the [Company]’s internal approval protocols before submission.

SEC filings clause with designated filing repository

This version specifies where filings are stored.

The [Company] shall maintain a central repository of all SEC filings referencing this Agreement and provide access to the [Other Party] upon request.

SEC filings clause with digital watermarking

This version tracks document versions in filings.

All versions of this Agreement filed with the SEC shall include digital watermarking to prevent unauthorized alteration and identify source versions.

SEC filings clause with side letter disclosure control

This version handles ancillary agreements.

Side letters or supplemental agreements related to this Agreement shall not be disclosed in SEC filings unless required under applicable securities regulations.

SEC filings clause with confidential treatment tracking

This version monitors redaction expiry.

The [Company] shall track the expiration of confidential treatment orders granted by the SEC and take necessary steps to renew or amend them as appropriate.

SEC filings clause with alternative disclosure language

This version allows substituting contract language with narrative.

The [Company] may describe the key terms of this Agreement in narrative form in SEC filings rather than disclosing the full text, subject to applicable legal standards.

SEC filings clause with agreement filing sunset clause

This version limits the duration of filing requirements.

The obligation to file this Agreement with the SEC shall expire after [X years] unless otherwise required by law or ongoing reporting obligations.

SEC filings clause with third-party notice protocol

This version includes third-party approvals.

Where SEC disclosure involves information about third-party service providers or subcontractors, the [Company] shall obtain their consent or provide appropriate notice.

SEC filings clause with investor relations coordination

This version connects filings to investor messaging.

The [Company] shall coordinate SEC filings related to this Agreement with its investor relations team to align messaging and public disclosures.

SEC filings clause with litigation-related disclosure safeguard

This version protects pending legal matters.

The [Company] shall avoid disclosing information in SEC filings that could prejudice pending litigation or regulatory proceedings, unless disclosure is legally mandated.

SEC filings clause with summary obligation in press releases

This version aligns filings with media announcements.

If this Agreement is referenced in a press release, the [Company] shall ensure that any corresponding SEC filings include a consistent summary.

SEC filings clause with real-time disclosure control

This version restricts ad-hoc disclosures.

The [Company] shall not make real-time or interim SEC disclosures regarding this Agreement unless required by a triggering event under applicable securities law.

SEC filings clause with compliance certificate requirement

This version requires confirmation of filing adherence.

The [Company] shall deliver an annual certificate confirming that all required SEC filings related to this Agreement have been made in accordance with applicable rules.

SEC filings clause with downstream entity coordination

This version manages affiliate disclosures.

The [Company] shall coordinate with any subsidiaries or affiliates to ensure accurate SEC filings regarding this Agreement across reporting entities.

SEC filings clause with control over forward-looking statements

This version limits speculative disclosures.

Any SEC filing that includes forward-looking statements related to this Agreement shall be subject to mutual review and modification prior to submission.

SEC filings clause with fallback mechanism for disagreement

This version provides a process for filing disputes.

In the event of a disagreement regarding SEC disclosure language, the parties shall engage in good faith discussions to reach resolution before submission.

SEC filings clause with template-based reporting

This version uses standard disclosure language.

The [Company] may use a pre-approved disclosure template for SEC filings referencing this Agreement to maintain consistency across reporting periods.

SEC filings clause with no-filing confirmation

This version affirms non-disclosure status.

The [Company] confirms that this Agreement is not currently subject to any SEC filing requirement and shall notify the [Other Party] if that changes.

SEC filings clause with compliance attestation requirement

This version requires a formal declaration of SEC compliance.

The [Company] shall, upon request, provide the [Other Party] with a written attestation confirming that all SEC filings related to this Agreement have been made in compliance with applicable rules.

SEC filings clause with data room disclosure coordination

This version aligns filings with secure data room disclosures.

The [Company] shall ensure that any disclosure of this Agreement in an SEC filing aligns with versions shared in the virtual data room for due diligence purposes.

SEC filings clause with board oversight reference

This version includes board involvement in disclosure decisions.

SEC filings relating to this Agreement shall be reviewed and approved by the [Company]’s Board of Directors or an authorized committee thereof.

SEC filings clause with dual jurisdiction disclosure handling

This version covers international and SEC reporting.

The [Company] shall coordinate disclosure of this Agreement in both SEC filings and any other applicable securities regulatory filings in foreign jurisdictions.

SEC filings clause with media leak prevention safeguard

This version addresses risk of public leaks before filings.

The [Company] shall take reasonable steps to prevent media disclosures of material terms prior to official SEC filing submission.

SEC filings clause with limited-time redaction request

This version places a time limit on redaction protection.

Redacted content in SEC filings related to this Agreement shall remain confidential for a period of [X years] unless extended by the SEC or applicable law.

SEC filings clause with no implied endorsement disclaimer

This version disclaims any perceived endorsement.

Any SEC filing that references the [Other Party] shall include language clarifying that such reference does not constitute an endorsement, partnership, or affiliation.

SEC filings clause with third-party beneficiary exclusion

This version protects against unintended third-party claims.

Nothing in any SEC filing shall be construed to grant third-party beneficiary status to any party not expressly identified in this Agreement.

SEC filings clause with milestone-triggered disclosure

This version ties disclosure to specific contract events.

The [Company] shall not disclose this Agreement in any SEC filing unless and until [milestone or event] occurs, unless earlier disclosure is legally required.

SEC filings clause with ESG-related disclosure obligations

This version includes sustainability reporting considerations.

The [Company] may include references to this Agreement in SEC filings as part of environmental, social, and governance (ESG) reporting, where appropriate.

SEC filings clause with investor Q&A coordination

This version supports aligned investor communications.

The [Company] shall prepare responses to anticipated investor inquiries about SEC filings referencing this Agreement and coordinate messaging with the [Other Party] where appropriate.

SEC filings clause with pre-filing mediation requirement

This version requires conflict resolution before disclosure disputes.

Any dispute regarding the content of an SEC filing shall first be addressed through non-binding mediation before submission.

SEC filings clause with use in shelf registration filings

This version addresses securities shelf offerings.

The [Company] may reference this Agreement in connection with a shelf registration statement or prospectus supplement filed with the SEC, as required.

SEC filings clause with acquisition-related disclosure control

This version governs M&A-related SEC disclosures.

In the event of a merger, acquisition, or similar transaction, the [Company] shall ensure that any SEC disclosure of this Agreement complies with applicable materiality thresholds and confidentiality terms.

SEC filings clause with benchmarking confidentiality protection

This version shields performance benchmarks from disclosure.

Any benchmarks, KPIs, or performance metrics contained in this Agreement shall not be included in SEC filings unless specifically required by applicable regulation.

SEC filings clause with special committee disclosure authority

This version designates authority to a specific group.

All SEC disclosures involving this Agreement shall be managed under the authority of the [Company]’s Special Disclosure Committee.

SEC filings clause with subcontractor anonymity provision

This version protects subcontractor identity in filings.

The [Company] shall not disclose the names of subcontractors or vendors in any SEC filing unless required by law or consented to by such parties.

SEC filings clause with notification of materiality reassessment

This version mandates updates if materiality changes.

If the materiality status of this Agreement changes under SEC rules, the [Company] shall notify the [Other Party] within [five] business days.

SEC filings clause with index cross-referencing

This version facilitates locating referenced disclosures.

The [Company] shall provide cross-referencing within SEC filings to assist in identifying provisions of this Agreement included in filed exhibits or footnotes.

SEC filings clause with confidentiality override process

This version defines process when law overrides confidentiality.

If disclosure of confidential terms becomes legally mandated under SEC rules, the [Company] shall notify the [Other Party] and use reasonable efforts to minimize disclosure.

SEC filings clause with industry-specific filing protocol

This version reflects sector-based obligations.

The [Company] shall adhere to industry-specific disclosure protocols in SEC filings, including sector-specific reporting formats or guidance.

SEC filings clause with transition plan for private-to-public reporting

This version supports companies preparing for IPO.

The [Company] shall develop and implement a transition plan for including this Agreement in SEC filings as part of its shift from private to public reporting obligations.

SEC filings clause with equity-linked agreement disclosures

This version addresses equity compensation disclosures.

If this Agreement involves equity compensation or issuance rights, the [Company] shall file related disclosure statements with the SEC in accordance with Regulation S-K.

SEC filings clause with Section 16 compliance reference

This version ensures insider reporting alignment.

SEC filings relating to this Agreement shall be reviewed for consistency with Section 16 reporting requirements applicable to directors and officers.

SEC filings clause with confidentiality budget impact exclusion

This version prevents financial sensitivities from being exposed.

The [Company] shall avoid disclosing any commercially sensitive budget or pricing information in SEC filings unless required by law.

SEC filings clause with periodic review of redaction rationale

This version reviews redactions over time.

The [Company] shall periodically reassess whether redacted content in filed agreements continues to qualify for confidential treatment under SEC guidelines.

SEC filings clause with statement of non-reliance inclusion

This version includes legal disclaimers in filings.

The [Company] shall include a statement of non-reliance in any SEC filing containing this Agreement to prevent misinterpretation by third parties.

SEC filings clause with contract status clarification

This version clarifies agreement status in filings.

SEC filings that reference this Agreement shall indicate whether it is executed, pending, amended, or terminated at the time of filing.

SEC filings clause with defined non-materiality language

This version includes pre-agreed language to downplay materiality.

If this Agreement is included in any SEC filing, the [Company] shall state that the Agreement is not material unless specifically required to be filed under Item 601.

SEC filings clause with disclosure hierarchy protocol

This version sets priorities in overlapping disclosure obligations.

The [Company] shall apply a hierarchy of disclosure obligations, giving priority to SEC requirements over other regulatory disclosures in case of conflict.

SEC filings clause with annual summary reporting mechanism

This version permits aggregated summary reporting.

The [Company] may report this Agreement and other similar agreements through a single annual summary filing with the SEC, subject to applicable disclosure rules.

SEC filings clause with change of control filing requirements

This version covers post-acquisition disclosure needs.

In the event of a change of control, the successor entity shall assume responsibility for any outstanding SEC filing obligations under this Agreement.

SEC filings clause with language update reporting

This version tracks changes in agreement language post-filing.

If material language in this Agreement changes after initial SEC filing, the [Company] shall file an amended version or updated summary within [30] days.

SEC filings clause with external counsel coordination

This version requires involvement of outside legal advisors.

The [Company] shall engage external counsel to assist in reviewing any SEC filings referencing this Agreement to ensure consistency with legal standards.

SEC filings clause with limited shelf-life for references

This version restricts repeated disclosure.

The [Company] shall not reference this Agreement in multiple SEC filings unless material changes or regulatory requirements dictate otherwise.

SEC filings clause with guidance-driven redaction strategy

This version relies on published SEC guidelines.

The [Company] shall prepare redacted versions of this Agreement based on current SEC redaction guidance and confidential treatment procedures.

SEC filings clause with dispute-related disclosure limitation

This version protects pending dispute clauses.

Dispute resolution provisions in this Agreement shall not be disclosed in SEC filings unless mandated under applicable securities law.

SEC filings clause with exhibit header annotation

This version requires clarifying language in exhibit headings.

Any filing of this Agreement as an exhibit shall include a header note indicating that certain portions have been omitted pursuant to confidentiality requests.

SEC filings clause with separate summary sheet inclusion

This version allows for a separate summary exhibit.

The [Company] may include a separate summary sheet describing key terms of this Agreement in SEC filings in lieu of filing the entire document.

SEC filings clause with data sensitivity classification

This version classifies agreement terms by disclosure sensitivity.

The [Company] shall categorize terms of this Agreement based on sensitivity levels to determine appropriate disclosure in SEC filings.

SEC filings clause with interim reporting exemption language

This version exempts interim reports from disclosure.

The [Company] shall not include this Agreement in interim SEC reports unless it is deemed material or required under Form 10-Q reporting rules.

SEC filings clause with risk factor linkage

This version cross-references agreement terms in risk sections.

The [Company] may reference certain provisions of this Agreement in the risk factors section of SEC filings if deemed relevant to investor disclosures.

SEC filings clause with certification of redacted terms

This version formalizes redaction accuracy.

The [Company] shall certify that all redacted terms in filed versions of this Agreement have been reviewed and comply with SEC confidentiality standards.

SEC filings clause with redundancy avoidance protocol

This version prevents duplicative disclosure.

The [Company] shall avoid duplicating disclosure of this Agreement across multiple SEC filings unless there is a specific legal basis for repetition.

SEC filings clause with reporting delegation to affiliate

This version delegates disclosure to a parent or affiliate entity.

SEC filing obligations related to this Agreement may be fulfilled by an affiliated reporting entity of the [Company], provided disclosure remains accurate and consistent.

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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.