Non-exclusive remedies: Overview, definition and example
What are non-exclusive remedies?
Non-exclusive remedies refer to a provision in a contract that allows a party to pursue multiple remedies or courses of action in the event of a breach or other contractual issue. This clause ensures that the remedies specified in the agreement are not the sole options available to the injured party, and they may pursue other legal, equitable, or contractual remedies in addition to those outlined in the agreement.
The purpose of a non-exclusive remedies clause is to preserve flexibility for the injured party, ensuring they are not restricted to a single course of action when addressing a breach or enforcing their rights.
Why are non-exclusive remedies important?
Non-exclusive remedies are important because they provide a broader scope of recourse for the injured party, enabling them to address a breach in the most effective way possible. For example, a party may seek both monetary damages and specific performance, depending on the circumstances.
For businesses, non-exclusive remedies clauses are a safeguard, ensuring they can pursue the full range of remedies permitted by law or equity, even if certain remedies are outlined in the contract. This flexibility protects the party’s interests and ensures adequate compensation or enforcement in the event of a breach.
Understanding non-exclusive remedies through an example
Imagine a software company licenses its product to a client under a contract that specifies liquidated damages in the event of unauthorized copying of the software. The contract includes a non-exclusive remedies clause, allowing the software company to not only claim the liquidated damages but also seek an injunction to prevent further unauthorized use of the software.
In another example, a supplier agreement states that the buyer may terminate the agreement and demand a refund if the supplier fails to deliver goods on time. A non-exclusive remedies clause in the agreement enables the buyer to seek additional remedies, such as damages for lost profits or specific performance, to ensure the supplier fulfills its obligations.
An example of a non-exclusive remedies clause
Here’s how a non-exclusive remedies clause might appear in an agreement:
“The rights and remedies provided under this Agreement are cumulative and non-exclusive, and the exercise of any right or remedy shall not preclude the exercise of any other rights or remedies available under this Agreement, at law, or in equity.”
Conclusion
Non-exclusive remedies clauses are essential for providing flexibility and ensuring comprehensive protection in the event of a breach or other contractual issue. By preserving the ability to pursue multiple remedies, these clauses safeguard the injured party’s interests and reduce the risk of being constrained to a single, inadequate course of action. Including a well-drafted non-exclusive remedies provision in agreements promotes fairness and ensures that the parties have robust recourse options.
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.