What Does “Notwithstanding” Mean in a Contract?
A term meaning "in spite of" or "regardless of," used to indicate that a provision applies even if it conflicts with other parts of the contract.
Detailed Explanation
"Notwithstanding" is a powerful override word in contracts. When a clause begins with "notwithstanding any other provision," it means that clause takes priority over anything else in the contract that might contradict it.
This term creates a hierarchy within the contract. It's often used to ensure certain protections or limitations remain in effect regardless of what other clauses might suggest. Be very careful when you see this word - the clause that follows it will trump other provisions.
Example in a Contract
“Notwithstanding any other provision of this Agreement, Company's total liability shall not exceed the fees paid by Client in the twelve months preceding the claim.”
Why It Matters
A "notwithstanding" clause can override protections you thought you had elsewhere in the contract. Always read these clauses carefully - they often contain important limitations or exceptions that supersede everything else.
Related Terms
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