Obligations not affected: Overview, definition, and example
What is "obligations not affected"?
“Obligations not affected” is a contractual principle stating that certain duties or responsibilities under an agreement remain unchanged, even if other conditions of the contract are modified, delayed, or waived. This clause ensures that key obligations continue to apply regardless of external factors, such as contract amendments, force majeure events, or partial non-performance by one party.
For example, if a supplier delivers goods late but the buyer still accepts them, an "obligations not affected" clause may confirm that the buyer’s duty to pay remains unchanged.
Why is "obligations not affected" important?
This clause is important because it provides certainty and continuity in contracts. It prevents parties from assuming that a change in one aspect of the agreement automatically alters or cancels their other obligations.
For businesses, an "obligations not affected" clause helps protect against unintended contract disputes and ensures that core responsibilities—such as payment, confidentiality, or indemnification—remain enforceable even when unexpected events occur.
Understanding "obligations not affected" through an example
Imagine a company enters into a service agreement with a consulting firm. The contract includes a deadline for the consultant to deliver a business strategy report. Due to unforeseen delays, the consultant is granted an extension. However, the “obligations not affected” clause ensures that the company’s obligation to pay for completed work remains unchanged, even though the timeline has shifted.
In another scenario, a tenant leases commercial office space but experiences a temporary disruption due to building repairs. The lease agreement states that the landlord’s duty to maintain the property remains in place, and the tenant’s obligation to pay rent is not affected by temporary inconveniences.
An example of an "obligations not affected" clause
Here’s how this clause might appear in a contract:
“Unless expressly stated otherwise, any modification, waiver, or delay in enforcing any term of this Agreement shall not affect the continuing obligations of either Party under this Agreement. Each Party remains responsible for fulfilling its contractual duties as set forth herein.”
Conclusion
An "obligations not affected" clause helps maintain stability in contracts by ensuring that key responsibilities remain enforceable, even when other terms change or unexpected events arise. It provides legal clarity, reduces disputes, and ensures that both parties uphold their commitments despite modifications or delays.
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.