What Does “Subject To” Mean in a Contract?
A phrase indicating that a right, obligation, or provision is conditional upon or limited by something else in the contract.
Detailed Explanation
"Subject to" creates conditions or limitations. When something is "subject to approval," it means it only happens if approval is given. When rights are "subject to the terms of Section 5," those rights are limited by whatever Section 5 says.
This phrase establishes hierarchy and dependencies within a contract. It's the opposite of "notwithstanding" - while notwithstanding overrides other provisions, "subject to" subordinates a provision to something else.
Example in a Contract
“Company grants Contractor a license to use the Software, subject to the restrictions set forth in Section 4 and Contractor's continued compliance with all terms of this Agreement.”
Why It Matters
"Subject to" clauses can significantly limit what you thought you were getting. A license "subject to" certain conditions isn't really yours until those conditions are met and maintained.
Related Terms
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