Necessary Acts/Further Assurances in Contracts

The "necessary acts/further assurances" clause in a contract is a catchall clause that can be used to require a party to sign a document or perform some act that is not specifically required elsewhere in the contract. This clause can be particularly useful for two reasons: (1) it can be used to require an act in the future not anticipated at the time the agreement was signed; and (2) it allows the parties not to have to draft the contract down to the most excruciatingly detailed points.

But watch out! This clause cannot be used in place of some critical provision that you might have failed to include in the contract.

This clause also provides that if one party becomes wary of the other party's ability to perform any aspect of the contract, that party can request "assurances" from the other party of their competency and performance. For example, if one party reads in the paper that the other party is experiencing financial difficulties, this clause will allow that party to request and (hopefully) receive assurances from the other party that there are no financial problems.

Here is a sample clause:

Necessary Acts, Further Assurances. The parties shall at their own cost and expense execute and deliver such further documents and instruments and shall take such other actions as may be reasonably required or appropriate to evidence or carry out the intent and purposes of this Agreement or to show the ability to carry out the intent and purposes of this Agreement.