Certain proceedings: Overview, definition, and example
What are certain proceedings?
"Certain proceedings" is a term often used in contracts to refer to specific types of legal actions, disputes, or regulatory matters that may arise under the agreement. It helps clarify which legal processes are covered by a contract clause, such as litigation, arbitration, investigations, or enforcement actions.
For example, a contract might state that a party is responsible for covering legal costs in “certain proceedings,” meaning only particular disputes or lawsuits, rather than all possible legal matters.
Why are certain proceedings important?
Defining "certain proceedings" in a contract is important because it limits the scope of legal obligations and liabilities. Without clear wording, a party might be responsible for legal disputes they didn’t anticipate or agree to handle.
For businesses, specifying certain proceedings can help manage risk. For example, a supplier agreement might say that the supplier will only defend the company in product liability claims, not in unrelated disputes like patent lawsuits. This ensures that each party knows exactly what types of legal actions they are responsible for.
Understanding certain proceedings through an example
Imagine a software company signs a licensing agreement with a client. The contract includes a clause stating that the company will defend the client in “certain proceedings” related to intellectual property disputes. If a competitor sues the client for using the software, the company is responsible for legal defense. However, if the client is sued for unrelated reasons, such as a contract dispute with another vendor, the company is not obligated to step in.
In another case, an employee agreement might state that the company will cover legal costs in “certain proceedings,” such as employment-related claims. If the employee is sued for personal matters unrelated to work, they are responsible for their own legal defense.
An example of a certain proceedings clause
Here’s how a certain proceedings clause might appear in a contract:
“The Company shall indemnify and defend the Client in certain proceedings, including but not limited to claims arising from intellectual property disputes directly related to the use of the Licensed Software.”
Conclusion
"Certain proceedings" is a way to define which legal actions a party is responsible for under a contract. By clearly outlining these obligations, businesses can manage legal risks, avoid unexpected liabilities, and ensure they only take on legal responsibilities they’ve agreed to. Whether in supplier agreements, employee contracts, or licensing deals, carefully defining "certain proceedings" is crucial for clarity and risk management.
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.