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Notices clause: meaning and sample wording

A notices clause says how formal notices under the contract, such as notices of breach, renewal or termination, must be sent, to which address, and when they count as received.

When to use it

Every contract that allows termination, renewal or claims on notice. A termination sent the wrong way can be invalid.

Sample notices clause

Any notice given under or in connection with this Agreement shall be in writing and shall be delivered by hand, sent by pre-paid first-class post or recorded delivery, or sent by email, to the address or email address set out at the start of this Agreement or such other address as a party notifies to the other in writing.

A notice is deemed received: if delivered by hand, at the time it is left at the address; if sent by post, at 9:00 am on the second business day after posting; and if sent by email, at the time of transmission, or, if that is outside business hours at the recipient's location, at 9:00 am on the next business day.

This clause does not apply to the service of any proceedings or other documents in any legal action.

What to check

  • Is email allowed?If the clause does not permit email, an emailed termination may not count. If it does, consider requiring a copy by post for termination notices.
  • Deemed receiptClear timing rules decide whether a notice period has started, which often matters for renewals and deadlines.
  • Named recipientAddressing notices to a role, such as the General Counsel, avoids them sitting in a general inbox.
  • Keep addresses currentRequire parties to notify changes of address, and update the contract record when they do.

Make the variable parts fill themselves in

In a Word template, replace the details that change with {tags} and wrap optional wording in a section. Clausery turns them into questions, so each document only includes the parts that apply:

Notices must be sent to the addresses above{#has_notice_email} and copied by email to {party_a_email} and {party_b_email}{/has_notice_email}.

Paste this into your own template, then check it with the free template tag checker or read the template syntax.

Questions

Is email valid notice under a contract?

Only if the notices clause allows it, or if the clause is silent and the general law accepts it. Many older contracts require post or hand delivery only.

What if a notice is sent to the wrong address?

It may not be valid, so a deadline such as a renewal cut-off could pass. Courts do sometimes accept notices that actually reached the right person, but that is an argument you want to avoid.

Can I use this sample wording as it is?

It is a general starting point. Contract law differs between countries and states, and the right wording depends on the deal, so have it reviewed before you rely on it.

Free templates that use it

Related clauses

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This page is general information, not legal advice. Laws differ between countries and states; have wording reviewed for your situation before you rely on it.