Intentionally omitted: Overview, definition, and example
What is intentionally omitted?
Intentionally omitted is a phrase used in legal documents, contracts, or agreements to indicate that a specific clause, provision, or section has been deliberately excluded or left out. The use of this phrase clarifies that the omission was not an oversight or mistake but rather a conscious decision by the parties involved. This phrase is commonly used when a certain issue or term is purposefully excluded from the scope of the agreement, often because the parties have agreed to address it separately or have decided it is unnecessary for the contract at hand.
For example, a contract for a joint venture may include a section that states certain provisions are "intentionally omitted," signaling that specific aspects of the agreement, such as intellectual property rights or dispute resolution mechanisms, will be handled under different agreements or at a later time.
Why is intentionally omitted important?
The phrase "intentionally omitted" is important because it ensures clarity and avoids confusion about missing terms. It signals to all parties involved that the exclusion of certain provisions was a mutual, deliberate decision. By using this term, businesses and legal professionals can avoid future claims or misunderstandings that might arise from the perceived absence of certain terms in a contract.
For businesses, the inclusion of "intentionally omitted" clauses can help manage expectations, make contracts more streamlined, and ensure that all parties are aware of which terms are purposefully left out and why.
Understanding intentionally omitted through an example
Imagine a company and a supplier negotiating a supply agreement. They decide not to include a clause regarding intellectual property rights in the agreement because they plan to address that issue separately in another contract. The final agreement will include a statement like, "Intellectual property provisions are intentionally omitted from this Agreement," which makes it clear that the omission was a planned decision.
In another example, two businesses enter into a merger agreement but intentionally leave out details on employee benefits, intending to finalize those details in a separate agreement later. The merger agreement might say, "Employee benefit terms are intentionally omitted from this Agreement."
An example of an intentionally omitted clause
Here’s how an intentionally omitted clause might look in a contract:
“The Parties agree that the section regarding dispute resolution is intentionally omitted from this Agreement and will be covered under a separate agreement at a later date.”
Conclusion
The phrase intentionally omitted is used to indicate that certain terms, provisions, or clauses have been deliberately excluded from a legal document or contract. This helps to prevent misunderstandings by making it clear that the omission was a conscious decision rather than an oversight.
For businesses, using "intentionally omitted" clauses provides clarity, improves transparency, and ensures that all parties involved are on the same page regarding the scope of the agreement.
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.