Notices
Contract Type:
NDA
Jurisdiction:
Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be: (a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or (b) sent by email to the address specified in this Agreement. Any notice or communication shall be deemed to have been received: (a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; (b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or (c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
Explanation
This clause specifies the appropriate means and deemed delivery processes for formal notices and written communications between the parties under their agreement. Key provisions include:
1) Any notices or written correspondence related to the agreement must be in writing. They can be:
(a) Delivered by hand or pre-paid mail to the registered business address or principal place of business of the intended recipient.
(b) Sent by email to an email address designated for such communications under the agreement.
2) Notices are deemed to be received and delivered:
(a) Immediately on signature of a receipt if delivered by hand. Or in the case of hand delivery without obtaining a receipt, at the time they are observed as being left at the correct address.
(b) 2 business/working days after posting if sent by pre-paid mail. Or, in the case of tracked delivery services like UPS or DHL, at the actual time and date the delivery service's records indicate they were received at the destination address.
(c) Immediately at the time an email is sent if delivery is by email during normal business hours. Otherwise, at the resumption of normal business hours where an email is received outside of usual business hours by the recipient.
3) The clause specifies that these particular notice delivery processes do not apply to formal legal service of proceedings e.g. relating to enforcement or dispute resolution under the agreement. Legal service defaults to procedural rules on service.
Key purposes and rationale for including a notices clause are:
1) Clarity: The clause provides unambiguous procedures and parameters for how formal notices under the agreement should be given, dispatched and will be officially treated as received. There is no confusion or uncertainty over communications.
2) Shared Understanding: Specifying how notice will be deemed to have occurred - e.g. after 2 business days for mail or immediately on sending for email during certain hours - ensures all parties share the same expectations over effective delivery timeframes. No one is taken by surprise.
3) Avoidance of dispute: By clarifying when notices are taken as received, the clause averts potential disagreements over when delivery was deemed to occur and what counts as proper notice. All parties know where they stand.
4) Formality: The clause reflects the importance of certain types of written communications between the parties under the agreement by stipulating binding procedures for notice. Key exchanges are given due gravity and handled formally.
5) Time-sensitivity: Permitting forms of notice like email and mail with prompt receipt implications caters for varying degrees of urgency, speed and time-sensitivity that may be required when serving notice on key issues. Multiple channels enable responsiveness.
In summary, a notices clause acts as a procedural road map for how vital written communications between the parties under an agreement should be formally dispatched and will be officially viewed as exchanged. It provides clarity over means of notice available and expectations around timing to prevent confusion or dispute.
At their most effective, these clauses reflect a shared pragmatic aim of implementing reasonably responsive channels for key communications that will be accessible yet appropriate to purpose. However, they also rely on good faith efforts by users to operate available mechanisms as intended to achieve reasonable notice, not just the fact of provision. Effectiveness is found where design meets understanding and restraint in practice. Means must be employed with ends in view.
Early commercial contracts seldom stipulated procedures for notice in detail, relying on general duties of fair dealing and prudent communication. However, as trade expanded over distance and time, challenges emerged in ensuring vital exchanges were received, understood and acted upon appropriately. Mere provision of terms proved insufficient where irresponsibility or discrepancy in practice remained - notice stayed uncertain, and contracts were exposed for want of oversight on process.
Into the 19th century, notice provisions appeared in contracts as matters of basic prudence where committed parties sought to align understanding, avoid dispute, and temper opportunity for manipulation or evasion of duty through ambiguity or claims of ignorance. While spare, these clauses recognized notice implied responsibility to employ means suited to purpose - to inform genuinely, not obscure through inappropriate or sporadic communication. Effect relied on diligence and judgement in users as much as mechanism. Equity looked to consequence, not construction alone here.
By the early 20th century, notices clauses emerged as standard procedural protocol in commercial contracts to provide consistent and accessible parameters around communication of key information. However, legitimacy and effectiveness still relied substantially on environment - shared standards of responsive practice, continuity through understanding, and users employing means with reasonable care for result. Mere imposition of rigid process not backed by pragmatic method in context did not instill purpose or overcome irresponsibility. At their most prudent, these clauses relied on judgement to match provision to situation, balancing compliance and oversight.
Mid-century, as contracts proliferated but personal bonds waned, robust notice procedures sought to encourage formal information exchange and avert confusion or dispute through strict delineation of acceptable channel and timing. Yet at their most effective, even prescriptive terms recognized that no mechanism alone governed users or achieved reasonable notice if employed without care for shared meaning or used mainly as a shield from consequence. Equity still informed, looking to fair result and responsible practice - not construction as an end itself. Diligence and restraint mattered most where provision met irresponsibility.
Today, while extensive notice frameworks facilitate responsive communication, prudent terms recognize effectiveness remains with agents - in choice of means suited to purpose, and manner employed. At their best, these clauses represent understanding that notice implies duty to inform genuinely through accessible and appropriate exchange, not obscure or manipulate to evade accountability. Constraint looks inward to conscience as much as outward to rule or imposition. Where these clauses achieve reasonable governance, shared interests emerge through willingness to forbear and take fair account of the many circumstances at play in communication beyond minimal compliance. Judgement integrates provision with practical wisdom and ethical purpose. Prosperity follows where notice meets open and prudent conduct between all actors engaged, not fixation on mechanism alone. In the end, continuity relies on responsible practice and shared norms, not decree without understanding in users - and authority reaches through partnership, not downward imposition of rules where agents stay irresponsible. Effectiveness finds purpose, not just construction.
In summary, notices clauses reflect recognition that achieving prudent communication ultimately depends on how we choose to govern information and apply means at our disposal. No mechanism alone oversees users or ensures reasonable notice without choice of method suited to context. At their most effective, these clauses represent understanding between parties that accessible and appropriate exchange matters, not just rigid process - that notice implies genuine effort to inform through judgement as much as comply with provision. However, they also instill procedure where oversight is lacking. Continuity relies on balancing interests through duty to communicate openly and take fair account of shared circumstances, not concentrate power through ambiguity or evasion.
Prosperity emerges where notice meets responsible conduct and practical wisdom, not fixation on entitlement or control. Effect reaches inward through agents who integrate provision with purpose, not downward by imposition alone. In the end, governance finds partnership through open exchange, not supremacy of strict rules without understanding in users - and restraint proves the more productive path where these clauses prevail. Choice of means and ends remain to determine outcome.
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