Without limiting: Overview, definition, and example
What is "without limiting"?
Without limiting is a phrase commonly used in legal agreements and contracts to indicate that a specific provision or condition does not restrict or narrow the scope of other provisions or rights that may be included in the agreement. It is often used to clarify that a list of examples or terms provided in a contract should not be interpreted as exhaustive or exclusive, and that other possibilities or rights remain applicable.
For example, a contract may specify certain obligations or rights of one party, followed by the phrase "without limiting the generality of the foregoing," indicating that other rights not explicitly mentioned are still valid and enforceable.
Why is "without limiting" important?
The phrase "without limiting" is important because it provides clarity and prevents misinterpretation. It ensures that the inclusion of certain terms, examples, or obligations does not unintentionally restrict the broader intent or scope of the agreement. It is a way of emphasizing that other provisions or actions not specifically mentioned remain valid.
For businesses, using "without limiting" in contracts prevents potential disputes over the scope of specific terms, ensuring that parties understand the agreement's full breadth. It helps protect both parties by making sure the contract's provisions are not unduly restrictive.
Understanding "without limiting" through an example
Imagine a contract for the sale of goods that specifies certain responsibilities of the buyer, such as the obligation to pay within 30 days. The contract may include the phrase "without limiting the generality of the foregoing" to indicate that other obligations, like returning defective goods or complying with additional terms, still apply, even though they are not specifically listed.
In another example, a service agreement may outline specific services that the provider must perform, followed by the phrase "without limiting the generality of the foregoing." This would clarify that the service provider is also responsible for any additional tasks or services implied by the broader terms of the contract, even if they are not explicitly detailed.
Example of a "without limiting" clause
Here’s how a "without limiting" clause might appear in a contract:
"The obligations of the Buyer under this Agreement, including but not limited to the timely payment of the purchase price, shall be performed without limiting the generality of any other obligations or provisions of this Agreement that apply to the Buyer."
Conclusion
The phrase without limiting is used in legal contracts to clarify that specific provisions or examples should not be interpreted as restricting or narrowing the broader intent of the agreement. It helps ensure that the full scope of rights, obligations, and provisions remains intact, even if certain terms are highlighted or specified.For businesses, incorporating "without limiting" into contracts helps preserve the flexibility and comprehensiveness of agreements, preventing misunderstandings or unintended limitations on other important aspects of the contract.
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.