Special rules: Overview, definition, and example
What are special rules?
Special rules are specific terms in a contract that modify or override general contract provisions. They are designed to address unique situations, exceptions, or specific requirements that the parties agree upon. These rules ensure clarity in cases where standard contract terms might not be sufficient or where a particular arrangement needs to be spelled out separately.
For example, a contract for a long-term partnership might include a special rule stating that one party has an exclusive right to supply goods, even if the general terms allow for multiple suppliers.
Why are special rules important?
Special rules help customize contracts to fit the needs of the parties involved. Without them, a contract might not fully capture the specific requirements of the agreement, leading to disputes or uncertainty. These rules provide flexibility, ensuring that both parties have clear expectations about how certain aspects of the contract will be handled.
They are particularly useful in complex agreements, such as joint ventures, licensing deals, or long-term supply contracts, where standard terms might not cover every scenario.
Understanding special rules through an example
Imagine a freelance designer signs a contract with a client to create a website. The contract states that payment is due within 30 days, but a special rule is added saying that if the project is delayed due to the client’s feedback, the designer can request partial payment upfront. This special rule ensures the freelancer isn’t left unpaid if the client causes delays.
In another example, a manufacturing agreement might have a general rule about delivery times, but a special rule could state that urgent orders must be fulfilled within 24 hours, overriding the standard delivery schedule. This allows flexibility for priority orders while maintaining the general contract structure.
An example of a special rules clause
Here’s how a special rules clause might look in a contract:
“Notwithstanding any other provision in this Agreement, the Parties agree that [specific special rule] shall apply in the following circumstances: [describe circumstances].”
Conclusion
Special rules provide a way to tailor contracts to fit unique business needs. They allow parties to override standard terms when necessary, ensuring clarity and preventing misunderstandings. By including well-defined special rules, businesses can create contracts that work for their specific situation while maintaining legal certainty.
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.