Notice Provisions in Contracts
A notice clause states how the parties to a contract will communicate with each other in written form. It may seem too simple and obvious to include in your contract, but if you don't lay it out, you may leave yourself open to problems.
It is important that the notice is "effective upon delivery," and that delivery must be evidenced in some provable manner. When communications are sent between parties, you don't want the other party to be able to claim that it was not received. This clause avoids that situation. Increasingly, notices may also be valid through e-mail communication.
So here is a sample notice provision:
Notice. Any notices required or permitted to be given hereunder shall be given in writing and shall be delivered (a) in person, (b) by certified mail, postage prepaid, return receipt requested, (c) by facsimile, or (d) by a commercial overnight courier that guarantees next day delivery and provides a receipt, and such notices shall be addressed as follows:
| If to __________: | _____________________ _____________________ _____________________ Attention: ____________ Fax: _________________ | |
| If to __________: | _____________________ _____________________ _____________________ Attention: ____________ Fax: _________________ |
or to such other address as either party may from time to time specify in writing to the other party. Any notice shall be effective only upon delivery, which for any notice given by facsimile shall mean notice that has been received by the party to whom it is sent as evidenced by confirmation slip.
Sometimes you want the "Attention" line to be directed to an officer (such as a CEO or General Counsel) instead of to a particular individual. After all, individuals do leave companies.
