Home Blog For The Avoidance of Doubt (Contracting: All You Need To Know)

For The Avoidance of Doubt (Contracting: All You Need To Know)

Looking for the meaning of For The Avoidance of Doubt?

What does it mean in contracts?

What are the essential elements you should know!

Keep reading as I have gathered exactly the information that you need!

Let me explain to you what “for avoidance of doubt” means once and for all!!

Are you ready?

Let’s get started!

For The Avoidance of Doubt Overview

If you have been dealing with contracts or contract professionals, you may have come across the phrase “for the avoidance of doubt” written here and there in the contracts.

Have you ever taken a step back to understand what it means?

Keep reading as I will tell you why the “for avoidance of doubt” phrase is used in contracts and the legal ramifications of such a phrase.

What Does For The Avoidance of Doubt Mean

In contracts and legal writing, the phrase for the avoidance of doubt is typically used to emphasize a particular provision, condition, or obligation or to exclude unwanted or undesirable interpretations of the legal text.

For example, if you state in a contract that the other party must comply with the other contracting party’s intellectual property rights, you may use the “for the avoidance of doubt” phrase to emphasize that it may particularly relate to a specific type of material so it’s brought to the attention of the other party.

Why Use “For The Avoidance of Doubt” In Contracts

First and foremost, a contract should be drafted in simple, clear, and unambiguous terms.

On this basis, the phrases “for avoidance of doubt”, “for greater certainty”, or “for greater clarity” appear to be useless as you should not repeat or clarify something that is already intended to be clear.

However, in practice, contract professionals may use this phrase in contractual provisions that can lead to different interpretations even when written clearly for the author.

As a result, the objective of the author is to emphasize or exclude a specific interpretation of the provision.

When To Use For The Avoidance of Doubt

Although you should aim at drafting your contracts as clearly as possible so you do not have to use the phrase for avoidance of doubt, there are instances that it may be justified to use it.

The first instance when it could be justified to use “for avoidance of doubt” is to start a clause or provision where the subject matter has already been addressed by the preceding clause. 

This way, you are letting the reader know that you are addressing the same subject matter on purpose.

The second instance where you could use the phrase for greater clarity or for the sake of clarity is to introduce an overlapping subject or even a conflicting statement with a clause or statement previously made in the contract.

This way, you are letting the reader know that you are excluding a conflicting interpretation or you are ensuring that the reader interprets the provision in a certain way.

A third instance where you will want to use this phrase is when you make a statement that is very broad or unspecific whereas the subject matter that you cover following the avoidance of doubt phrase is specific and significant.

For Avoidance of Doubt Example

Here are a few examples of how the legalese for the avoidance of doubt is used in contracts.

Example 1

For the avoidance of doubt, the Parties agree and acknowledge that neither a Change in Control nor a Corporate Transaction has occurred on or prior to the date hereof and, therefore, all references to “Floor Value” in the Agreement
Author

Example 2

For the avoidance of doubt, all references in the Custodian Agreement to the term “XYZ” shall be deemed to mean “Company ABC.”
Author

Example 3

Notwithstanding the foregoing, the Performance RSUs shall be subject to any term of any employment agreement between the Company (or any Subsidiary) and the Participant that specifically references this Award Agreement (but, for the avoidance of doubt, shall not be subject to any other terms in such agreement or in any other individual agreement (including a Transition and Succession Agreement)).
Author

Example 4

The “Average Month-End Net Asset Value” shall be the average of the month-end aggregate net asset value of the Accounts during the calendar quarter. If the period in respect of which a Management Fee is payable is less than a calendar quarter, then the Management Fee shall be pro rated accordingly. For the avoidance of doubt, for a given month, Average Month-End Net Asset Value shall be calculated based on trade date holdings plus accrued interest.
Author

For Avoidance of Doubt Takeaways 

So there you have it folks!

What does it mean for avoidance of doubt in a contract?

In essence, the phrase for avoidance of doubt is used to narrow a broad statement, emphasize a particular obligation, or exclude undesirable interpretations of legal provisions that are written in simple and clear terms.

Being a lawyer for many years and having negotiated high-profile and extensive commercial contracts, I do believe that this phrase can be useful at times.

However, it’s important that you do not use this quite often as every clause or legal text you introduce on an already existing topic or subject can introduce interpretation challenges and ambiguity in your contract.

If used with attention and care, it can help you draft your contracts in a way that allows the contracting parties to understand their legal obligations and potentially avoid legal disputes.

Some contracting professionals disagree with the usage of this phrase altogether.  

I particularly do not share that view as there are instances when the terms of a contract can appear clear to the author but can lead to different interpretations nonetheless. 
Now that you know what for the avoidance of doubt means, why it’s used, and how it works, good luck with your contracts!

My Investing, Business, and Law Blog

By the way, on this blog, I focus on topics related to starting a business, business contracts, and investing, making money geared to beginners, entrepreneurs, business owners, or anyone eager to learn. 

I started this blog out of my passion to share my knowledge with you in the areas of finance, investing, business, and law, topics that I truly love and have spent decades perfecting.

You may find useful nuggets of wisdom to help you in your entrepreneurship journey and as an investor.

Hey You!
Looking For Real Actionable Tips To Reach Your Financial And Business Goals?

If you’re interested in my actionable tips, guides, and knowledge on how to achieve your financial and business goals, subscribe to my blog and I’ll share with you my premium and exclusive content that will blow you away!

I’d love to share the insider knowledge that I’ve acquired over the years helping you achieve your business and financial goals.

Now, let’s look at a summary of our findings.

Understanding For The Avoidance of Doubt

  • For avoidance of doubt is a phrase used in contracts to further clarify a provision or exclude other types of interpretation of a clause
  • There are many legal professionals and writers who are against the use of this phrase entirely as they argue a contract should be written clearly and should already leave no doubt in the mind of the reader
  • Proponents of this phrase argue that the phrase can be used in a careful and thoughtful manner in instances when a clearly stated provision or clause may lead to different interpretations 
Commercially reasonable manner
Date hereof 
Hereinafter 
In consideration of the foregoing 
In witness hereof 
Indemnification clause 
Mutual indemnification
No rescission
Non-compete clause
Non-disparagement clause 
Notwithstanding anything to the contrary
Notwithstanding the foregoing 
Overriding provision 
Provided that
Subject to 
Verbiage 
Without limitation
Without limiting the generality of the foregoing
Author
Amendment agreement
Change of control clause 
Choice of law clause
Collaboration agreement
Confidentiality clause 
Deed of undertaking
Dependent clause
Exclusive agreement
Force majeure clause
Ipso facto 
Lending agreement 
Memorandum of understanding 
Mutatis mutandis 
Sine qua non 
Termination for cause 
Termination for convenience 
Ultra vires
Author
Editorial Staff
Hello Nation! I'm a lawyer by trade and an entrepreneur by spirit. I specialize in law, business, marketing, and technology (and love it!). I'm an expert SEO and content marketer where I deeply enjoy writing content in highly competitive fields. On this blog, I share my experiences, knowledge, and provide you with golden nuggets of useful information. Enjoy!

Most Popular

What Is Return On Sales (Explained: All You Need To Know)

What Is Return On Sales (Explained: All You Need To Know)

Sortino Ratio (Explained: All You Need To Know)

Sortino Ratio (Explained: All You Need To Know)

Return On Assets (Explained: All You Need To Know)

Return On Asset (Explained: All You Need To Know)

What Is Return On Investment (All You Need To Know)

What Is Return On Investment (All You Need To Know)

Why Do Companies Buy Back Shares (All You Need To Know)

Why Do Companies Buy Back Shares (All You Need To Know)

Editor's Picks

What Does Bane of My Existence Mean (Explained: All You Need To Know)

What Does Bane of My Existence Mean (Explained: All You Need To Know)

11 Types of Capital In Business (You Must Know)

11 Types of Capital In Business (You Must Know)

What Is “Be It Resolved” In Resolutions (Explained: All You Need To Know)

What Is “Be It Resolved” In Resolutions (Explained: All You Need To Know)

Fisher Effect (Economic Definition: All You Need To Know)

Fisher Effect (Economic Definition: All You Need To Know)

Due Diligence Period (Explained: All You Need To Know)

Due Diligence Period (Explained: All You Need To Know)