UNLESS THIS AGREEMENT Clause Samples
The "UNLESS THIS AGREEMENT" clause serves as an exception or conditional provision within a contract, specifying that certain terms or obligations apply except where this agreement states otherwise. In practice, this clause is often used to clarify that general rules or external requirements are subject to the specific terms outlined in the agreement itself. For example, it may indicate that statutory obligations apply unless the agreement provides a different arrangement. Its core function is to ensure that the contract's terms take precedence over default rules, thereby providing clarity and reducing ambiguity about which provisions govern the parties' relationship.
UNLESS THIS AGREEMENT. EXPRESSLY PROVIDES TO THE CONTRARY, THE INDEMNITY AND RELEASE, AND WAIVER AND ASSUMPTION PROVISIONS SET FORTH IN THIS AGREEMENT APPLY, REGARDLESS OF WHETHER THE INDEMNIFIED PARTY (OR ITS REPRESENTATIVES) CAUSES, IN WHOLE OR PART, AN INDEMNIFIED CLAIM, INCLUDING INDEMNIFIED CLAIMS ARISING OUT OF OR RESULTING, IN WHOLE OR IN PART, FROM, OUT OF, OR IN CONNECTION WITH THE CONDITION OF THE ASSETS OR THE SOLE, JOINT, OR CONCURRENT NEGLIGENCE (BUT NOT SECURITIES FRAUD CLAIMS THAT REQUIRE SCIENTER OR KNOWLEDGE AS ONE ELEMENT OF THE CAUSE OF ACTION, WILLFUL MISCONDUCT, OR FRAUD BY THE INDEMNIFIED PARTY), STRICT LIABILITY, OR OTHER LEGAL FAULT OF THE INDEMNIFIED PARTY OR ANY OF ITS REPRESENTATIVES.