Special note: Overview, definition, and example
What is special note?
A special note in a contract is a short message or comment added to explain something important, draw attention to a key detail, or flag something that might affect how a clause is read or used. It’s not part of the legally binding contract terms—but it’s still there to help clarify things for the reader.
Think of it like a sticky note in the margins of a document. It won’t change the rules of the contract, but it helps you understand what’s going on or what to watch out for.
Why is special note important?
Contracts can be dense and full of legal language. A special note makes things easier to understand by giving extra context or calling out important points. This is especially helpful when a contract is being reviewed by someone who isn’t a lawyer—like a small business owner, manager, or team member.
It can also highlight things like deadlines, risks, or unusual terms that someone might otherwise miss. That way, you’re less likely to overlook something that could come back to bite you later.
Understanding special note through an example
Say you’re signing a software development agreement. One section outlines that payments are due within 15 days of receiving an invoice. Next to that section, there’s a small box with a special note that says:
“Note: This short payment window may create cash flow pressure. Consider negotiating 30 days instead if needed.”
This doesn’t change the contract—it’s not legally binding. But it gives you a heads-up, especially if you're new to these types of deals or reviewing the agreement without a lawyer. It helps you spot something you might want to ask about or adjust before signing.
An example of a special note
Here’s what a special note might look like in a contract document:
Special Note: The termination clause in this Agreement allows either party to end the contract with 10 days’ notice. This is a relatively short period. If you require more stability, consider requesting a longer notice period (e.g., 30 days).
Conclusion
A special note is there to help—not to bind. It gives you useful context or warnings about the terms of a contract so you can make more informed decisions.
If you’re reviewing a contract on your own or with a small team, special notes can be especially helpful in spotting key points or red flags. Just remember: they aren’t part of the legal agreement itself, so any concerns they raise should be followed up with changes to the actual contract language if needed.
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.