Other matters: Overview, definition, and example
What are other matters?
Other matters refer to additional terms, conditions, or provisions in a contract or agreement that are not explicitly covered by the main sections of the document but are still important for the overall functioning and enforcement of the agreement. These matters may include administrative details, miscellaneous provisions, or catch-all clauses that address issues not anticipated at the time of drafting but that may arise during the course of the contract.
The other matters section is often used to handle various aspects of the contract that are not part of the core terms, such as governing law, dispute resolution, force majeure, confidentiality, or other contractual details that ensure smooth execution and provide flexibility in the event of unforeseen circumstances.
Why are other matters important?
Other matters are important because they help address secondary or peripheral issues that can impact the interpretation, execution, and enforceability of the contract. Including provisions for these matters ensures that all potential aspects of the relationship are covered, even those that may not have been anticipated at the time of negotiation.
For example, a force majeure clause, which addresses unexpected events like natural disasters, is often considered an other matter. While it may not be central to the contract's main obligations, it is a necessary provision that can help prevent disputes in case of unforeseen circumstances.
For businesses, other matters ensure that the contract remains comprehensive and adaptable to a wide range of situations. For individuals or companies entering into agreements, these provisions offer reassurance that all eventualities have been considered.
Understanding other matters through an example
Imagine a company that enters into a contract with a supplier to deliver goods over a period of time. While the main terms of the contract specify the price, delivery schedule, and product specifications, there may be other issues that arise during the contract's execution, such as a dispute about intellectual property rights related to the goods being supplied.
An other matters clause in the contract might include a provision for the parties to resolve any intellectual property disputes through arbitration, even though this issue was not explicitly detailed in the main body of the contract. This helps prevent the contract from being incomplete or lacking mechanisms for handling unforeseen issues.
In another example, a business contract may include a provision addressing confidentiality regarding sensitive business information that is exchanged during the execution of the contract. This confidentiality clause, while not directly related to the primary purpose of the agreement, falls under other matters to ensure that proprietary information remains protected.
An example of an other matters clause
Here’s how an other matters clause might look in a contract:
“The Parties agree that any additional matters not expressly covered in this Agreement, including but not limited to confidentiality, dispute resolution, and force majeure, shall be governed by the provisions set forth in the attached Schedule A, and the Parties shall resolve any issues related to such matters in good faith.”
Conclusion
Other matters in a contract serve to cover a wide range of secondary issues or provisions that are necessary for the smooth execution of the agreement. While these matters may not be central to the core objectives of the contract, they ensure that the agreement is comprehensive, adaptable, and able to handle unforeseen situations. By including clear and well-defined provisions for other matters, businesses and individuals can protect their interests and reduce the likelihood of disputes or misunderstandings down the line.
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.