Return of materials: Overview, definition, and example
What is return of materials?
Return of materials refers to a contractual obligation requiring one party to return physical or digital materials, documents, equipment, or other assets provided by the other party once the agreement ends or upon request. This clause ensures that proprietary, confidential, or business-critical items are returned to their rightful owner and not used beyond the scope of the agreement.
For example, a vendor agreement might include a return of materials clause requiring the vendor to return all customer data and company-provided equipment at the end of the contract term.
Why is return of materials important?
Return of materials is important because it protects the ownership rights of the party that supplied the materials, prevents unauthorized use, and ensures compliance with confidentiality and intellectual property obligations. For SMBs, this clause helps safeguard sensitive information, preserve assets, and minimize the risk of disputes after a contract ends.
A clear return of materials clause also provides a structured process for ensuring all materials are accounted for, reducing the potential for lost or mishandled assets.
Understanding return of materials through an example
Imagine an SMB hires a marketing agency to develop a campaign. The agency receives proprietary branding guidelines and customer research data from the SMB. Upon completing the project, the return of materials clause in the contract requires the agency to return all the data and destroy any remaining copies to protect the SMB’s proprietary information.
In another scenario, an IT service provider is contracted to manage a company’s servers. At the end of the contract, the return of materials clause requires the provider to return all hardware, manuals, and access credentials to the company and certify the deletion of all backups containing the company’s data.
An example of a return of materials clause
Here’s how a return of materials clause might appear in a contract:
“Upon termination or expiration of this Agreement, the Receiving Party shall promptly return to the Disclosing Party all materials, documents, equipment, and other items provided under this Agreement. The Receiving Party shall also delete or destroy any copies of such materials, whether in physical or digital form, unless otherwise agreed in writing. Certification of destruction may be requested by the Disclosing Party.”
Conclusion
The return of materials clause ensures that all assets, data, and proprietary materials are returned or securely disposed of when a contract ends, protecting the rights and interests of the providing party. For SMBs, this provision is essential to safeguard intellectual property, maintain confidentiality, and ensure accountability in business relationships. A well-drafted return of materials clause provides clarity, minimizes risks, and fosters trust between the parties.
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.