Special provisions: Overview, definition, and example
What are special provisions?
Special provisions are specific clauses or terms added to a contract or agreement that address unique or exceptional circumstances relevant to the parties involved. These provisions are tailored to the needs or conditions of the particular contract, distinguishing them from standard terms that might apply in all similar agreements. Special provisions may cover a wide range of topics, such as specific performance requirements, custom payment terms, legal obligations, or industry-specific regulations.
Special provisions are often used to address situations that require particular attention, such as unique risks, delivery terms, intellectual property rights, or dispute resolution methods. They are designed to provide clarity and protect the interests of the parties involved, ensuring that any unique issues or risks are accounted for and managed appropriately.
Why are special provisions important?
Special provisions are important because they ensure that a contract is comprehensive and aligned with the specific needs or concerns of the parties. By customizing the terms, these provisions help address risks or obligations that are not covered by the standard terms of the contract. They provide a way for businesses to include specific details that are crucial to the successful execution of the agreement, thereby reducing ambiguity and potential disputes.
In cases where standard contractual terms are not sufficient or suitable for the situation, special provisions allow the parties to tailor the contract to their unique circumstances, ensuring that all relevant factors are considered and properly addressed.
Understanding special provisions through an example
Imagine a construction company enters into a contract with a property developer for the construction of a new building. The standard provisions in the contract might include timelines, payment terms, and quality standards. However, there may be special provisions added to account for unique conditions, such as ensuring that the construction work complies with local zoning laws or addressing specific environmental concerns in the area.
In another example, a software company might enter into a licensing agreement with a client to provide software services. A special provision might specify the number of users who can access the software or include a clause that limits the client's ability to modify or distribute the software, ensuring the protection of the company’s intellectual property.
An example of a special provisions clause
Here’s how a special provisions clause might look in a contract:
“The Parties agree that, due to the unique nature of the project, the Supplier shall be responsible for ensuring compliance with all local environmental regulations regarding waste disposal. Additionally, the Supplier shall provide monthly progress reports detailing compliance with these environmental standards throughout the term of the Agreement.”
Conclusion
Special provisions are a key component of contracts, allowing for customization based on the specific needs, circumstances, and risks of the parties involved. They help ensure that important details are addressed and that both parties are fully aware of their unique obligations or rights in the context of the agreement. By including special provisions, businesses can better protect their interests and ensure that the contract reflects all necessary considerations for successful execution.
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.