Notification of certain matters: Overview, definition, and example
What is notification of certain matters?
"Notification of certain matters" is a contract clause that requires one party to inform the other if specific events, changes, or issues occur during the term of the agreement. These matters typically include legal proceedings, regulatory actions, breaches of the contract, or anything that could impact the performance or validity of the agreement.
Why is notification of certain matters important?
This clause helps ensure transparency and gives the other party a chance to respond to developments that could affect the relationship. For example, if one party is sued, experiences a data breach, or becomes insolvent, prompt notification allows the other party to assess the risk and take protective steps. Without this clause, one side might be blindsided by events that materially affect the contract.
Understanding notification of certain matters through an example
A software vendor signs a licensing agreement with a healthcare provider. The contract includes a notification of certain matters clause that requires the vendor to notify the client within five days if it becomes the subject of any government investigation. Six months later, the vendor is contacted by a regulatory agency over a privacy concern. Under the clause, the vendor must promptly inform the healthcare provider, who may need to reassess data handling practices or pause implementation.
Example of a notification of certain matters clause
Here’s how a notification of certain matters clause may look like in a contract:
Each party agrees to promptly notify the other in writing of any legal action, investigation, regulatory inquiry, material breach of this agreement, or any other event that may reasonably be expected to impact the party’s ability to perform its obligations under this agreement.
Conclusion
The notification of certain matters clause ensures that both parties stay informed about significant developments that could affect the contract. It promotes accountability, protects against surprises, and gives each side the chance to respond to changing circumstances. If you're relying on the other party’s stability or compliance, this clause is a vital safeguard.
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.