Other actions: Overview, definition, and example
What are "other actions"?
"Other actions" refers to a catch-all provision in contracts or agreements that covers additional responsibilities, obligations, or measures that one or both parties may need to undertake to fulfill the purpose or intent of the agreement. This term often provides flexibility by allowing for unforeseen or ancillary tasks necessary to execute the contract’s terms effectively.
For example, in a business acquisition agreement, an "other actions" clause may require parties to cooperate in obtaining regulatory approvals or completing additional paperwork to finalize the transaction.
Why are "other actions" important?
"Other actions" clauses are important because they ensure that both parties remain obligated to take reasonable steps to achieve the contract's objectives, even if those steps are not explicitly listed in the agreement. For SMBs, these provisions provide a safety net for addressing unforeseen requirements or minor adjustments without needing to renegotiate or amend the contract.
By including an "other actions" clause, businesses can promote cooperation, reduce the risk of disputes, and ensure the agreement’s successful execution, even in dynamic or evolving circumstances.
Understanding "other actions" through an example
Imagine an SMB enters into a distribution agreement with a supplier. The agreement includes an "other actions" clause requiring both parties to cooperate in securing necessary import permits for the products. Although the supplier handles production and delivery, this clause ensures the distributor takes additional steps, like providing required documentation, to facilitate smooth operations.
In another scenario, a lease agreement includes an "other actions" clause obligating the landlord to assist the tenant in securing zoning approvals for a new business. This clause ensures the landlord supports the tenant's efforts to use the property as intended under the lease.
An example of an "other actions" clause
Here’s how an "other actions" clause might appear in a contract:
“The Parties agree to perform any other actions, execute additional documents, or provide any information reasonably necessary to carry out the intent and purpose of this Agreement. Such actions shall be performed promptly upon request and in good faith to ensure the effective implementation of the terms herein.”
Conclusion
"Other actions" clauses ensure that both parties remain cooperative and flexible in fulfilling the broader purpose of a contract. For SMBs, these provisions provide clarity, foster collaboration, and help address unforeseen requirements without renegotiating the agreement. A well-drafted "other actions" clause promotes accountability and adaptability, ensuring the smooth execution of business relationships.
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.