Notices clause
A notices clause sets how formal messages under a contract, like termination or breach notices, must be sent, to where, and when they count as received.
What it means
A notices clause tells the parties how to deliver official communications under the contract. It usually lists acceptable methods, such as personal delivery, courier, certified mail or email, the addresses to use, and when a notice is treated as received. Formal notices include termination, renewal opt-outs, breach and cure demands, and price changes.
This matters because many deadlines run from notice. If a software subscription auto-renews unless you give 60 days’ written notice, and the notices clause requires a courier to the vendor’s head office, an email to your account manager may not count. You could be locked in for another year.
Timing rules vary. Some clauses say mailed notice counts three business days after sending, or that email counts only if the recipient confirms receipt. Large companies often require notices to go to their legal department, sometimes with a copy to outside counsel, while their own notices to you can go by email, an imbalance that favors them.
What to watch for
- Check which delivery methods are allowed and whether email counts as formal notice.
- Confirm the notice addresses are correct and see how either party can update them.
- Look at when a notice is treated as received for each method, and calculate deadlines from that date.
- See whether both sides must use the same methods, or whether one side can notify the other more easily.
- Keep proof of sending and delivery for any notice that starts or stops a deadline.
Example clause
All notices under this Agreement must be in writing and delivered by hand, by nationally recognized overnight courier, or by email with confirmation of receipt, to the addresses listed on the signature page. Notices are effective on delivery, except that notices delivered after 5:00 p.m. in the recipient’s local time are effective the next business day.
Formal notices must go in writing by hand, courier or confirmed email to the listed addresses, and evening deliveries count from the next business day.