Other terms: Overview, definition, and example
What are other terms?
Other terms refer to additional conditions, provisions, or clauses in a contract or agreement that may not fall under the primary or standard terms but still play an essential role in the overall contract. These terms can cover various issues, such as dispute resolution, confidentiality, governing law, or specific operational guidelines that the parties agree upon. "Other terms" are typically included to address specific needs, clarify expectations, or cover unforeseen circumstances that may arise during the course of the agreement.
For example, a contract may include "other terms" related to non-compete agreements or specific performance expectations that go beyond the primary terms like payment or delivery schedules.
Why are other terms important?
Other terms are important because they ensure that all aspects of a relationship between parties are clearly defined, including those that might not be directly addressed in the primary clauses of the contract. These terms help manage risk, clarify responsibilities, and prevent misunderstandings by detailing additional expectations or legal requirements that must be met.
For businesses, including well-thought-out other terms in agreements helps mitigate potential risks and ensures a comprehensive understanding between parties regarding the full scope of the relationship.
Understanding other terms through an example
Imagine a company entering into a service contract with a vendor. In addition to the main terms like service delivery and payment, the contract may include other terms such as a confidentiality clause, a force majeure provision (which outlines conditions under which performance can be excused due to unforeseen events), and dispute resolution methods like arbitration. These "other terms" address various scenarios that could affect the performance of the contract.
In another example, a licensing agreement might include other terms related to the use of intellectual property, such as restrictions on sublicensing or geographic limitations, that are not part of the core licensing agreement but are still critical to defining the relationship.
An example of an other terms clause
Here’s how an other terms clause might look in a contract:
*“The Parties agree to the following additional terms, which shall form an integral part of this Agreement:
Confidentiality: Both Parties shall maintain the confidentiality of proprietary information shared during the term of this Agreement.
Dispute Resolution: Any disputes arising under this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.”*
Conclusion
"Other terms" are essential in contracts as they help address specific issues that may not be covered by the primary or standard provisions. These terms provide clarity and further define the rights, obligations, and expectations of the parties involved.
By including well-defined "other terms" in agreements, businesses can ensure that all aspects of their contractual relationships are covered and reduce the potential for conflicts or misunderstandings.
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.