Looking for a Self Deleting Clause?
Can you have a self deleting clause in a contract?
How does it work?
In this article, I will break down the meaning of Self Deleting Clause so you know all there is to know about it!
Keep reading as we have gathered exactly the information that you need!
Let me explain to you all about a self deleting clause!!
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What Is A Self Deleting Clause
A self deleting clause appears to make reference to a type of contractual clause that will delete itself from the contract.
Is this something that is even possible in a contract?
When you include a contractual clause in your contract, the parties’ intention is to have the provision take effect between them.
Fundamentally, there is no such thing as a “self deleting” clauses or parts of a contract that self delete when certain conditions are met.
However, in some cases, a contractual provision may not be enforceable by law, be operative, or apply in the circumstances.
In that case, the contractual clause “remains” in the contract but will not be enforced by the court or may never find application in any way.
In essence, a contractual clause will not “self-delete” itself from the contract but the parties can draft their contract in such a way that a particular clause ceases to apply when certain conditions are met.
For example, the parties can stipulate that the indemnification provision shall apply for a one-year period after which it shall no longer apply.
In this example, the indemnification clause is not self-deleting but will simply stop producing legal effects once its validity period expires.
The parties can draft a contractual clause in such a way as to exclude the application of other provisions in the contract.
For example, the parties can define the events leading to the termination of a contract and can specifically exclude certain events.
A clause can be found in a contract although it may not apply.
For example, the parties can agree to include an audit clause in their contract giving them the right to inspect records held by the other party.
The parties can stipulate that the clause will only apply in the event of material discrepancies are found.
Otherwise, this clause will not apply.
What is the difference between a self-deleting clause and a survival clause?
A survival clause is the opposite of a self deleting clause as it’s main objective is to have the contractual provision continue producing legal effects even after the termination of the contract.
For example, in a survival clause, the parties can agree that the confidentiality provision will continue to apply even after the termination of the contract.
A sunset clause or sunset provision is when a statute or contract provides for certain obligations to stop producing legal effects after a specified date.
The advantage of a sunset clause in a contract is that the obligations of a party (or both parties) automatically will expire.
The objective of a sunset clause is for the parties, prior to entering into a contract, to define the duration of their legal obligation.
So there you have it folks!
Although a contractual clause cannot be self deleting, it will acquire some form of legal effect when it’s included in the contract.
However, a contractual clause can be “excluded” or “not applicable” depending on the circumstances.
If you’re drafting a contract, make sure that you follow the best practices so you do not end up making a costly mistake.
Your safest bet is to consult with a qualified contract attorney for advice.
In the meantime, good luck with your contract!
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