“Notwithstanding” Clauses: What They Really Do in Contracts

When you’re running a business, there’s enough to juggle without getting bogged down in legal jargon. But one word you’ll often come across in contracts - whether you’re working with clients, suppliers, or partners - is “notwithstanding”. It may sound intimidating, but understanding what a notwithstanding clause really means could have a major impact on your rights and obligations. So, what’s with this fancy language? Put simply, a “notwithstanding” clause is a tool that lawyers use to make clear which parts of your contract will take priority, especially if two provisions appear to clash. In other words, “notwithstanding” means “despite” or “regardless of” the rest - and can completely change how your agreement works in practice. In this article, we’ll take a friendly, plain-English approach to:

• Explaining the legal meaning of “notwithstanding” and how these clauses work
• Looking at examples of “notwithstanding” in action, so you can see how it affects contracts
• Breaking down why clear drafting is essential (and the risks if you get it wrong)
• Giving you practical tips for using (or spotting) “notwithstanding” clauses in your business agreements
• Highlighting when you should get professional legal advice

Let’s demystify “notwithstanding” and make sure your contracts work for you, not against you.

What Does “Notwithstanding” Mean in Law?

First things first: let’s define notwithstanding in plain English. The meaning of “notwithstanding” in legal contracts is essentially “in spite of” or “regardless of.” When a clause begins with this term, it signals that what follows is meant to override or take precedence over anything else in the agreement that may conflict with it. Think of it as a legal “trump card” - it says, “even if something else in this contract says the opposite, THIS section controls.” Whether you’re looking at a contract as a business owner or employee, recognising how a “notwithstanding” clause works is crucial to understanding your actual obligations. Here’s the notwithstanding definition in a nutshell:

• General legal definition: “Notwithstanding” means “despite the existence of” or “regardless of anything to the contrary.”
• In contract law: A “notwithstanding” clause makes clear that a particular provision applies, even if other parts of the contract might otherwise interfere or contradict it.

If you want an official source, the notwithstanding definition law is consistent across English legal drafting - it’s all about signalling an exception or override.

How Do “Notwithstanding” Clauses Work in Contracts?

Let’s put “notwithstanding” clauses in context. Why are they used so much in contracts? Contracts, especially those covering complex business deals or ongoing relationships, can have different sections that overlap, or even say slightly different things. To avoid confusion - or to carve out exceptions - drafters use “notwithstanding” clauses to clearly specify which terms take priority. For example, a standard service agreement might include a section stating that both parties need to give 30 days’ notice to terminate. However, the contract might also have a clause addressing what happens if one side commits a serious breach. Here’s how a “notwithstanding” clause would work:

“Notwithstanding the requirement for 30 days’ notice, either party may terminate this Agreement immediately in the event of a material breach.”

In this scenario, the normal rule is 30 days’ notice - except if there’s a material breach. Thanks to the “notwithstanding” clause, there’s no confusion: the right to terminate immediately overrides the general requirement. Here are some typical examples of where you might find a notwithstanding clause in your business contracts:

• Exceptions to payment terms
• Overriding dispute provisions
• Priority over non-compete or confidentiality clauses
• Specific carve-outs for liability or indemnity sections
• Special rules for termination as in the example above

Essentially, any time legal drafters want to make it iron-clad that one part of the agreement “wins out,” they’ll use “notwithstanding.”

Why Are “Notwithstanding” Clauses So Important?

At first glance, it might seem excessive to use these sorts of “override” phrases rather than just rewriting the contract with no contradictions. But the reality is, commercial agreements can get complicated fast. As your business grows, different scenarios and exceptions keep cropping up - from unique customer demands, to compliance with shifting UK laws, to specific supplier arrangements. This is where “notwithstanding” clauses come in handy. They give you control, clarity, and - when done properly - protection from ambiguity or future disputes. Here’s why they matter:

• They clarify what takes priority if there’s ever a contradiction elsewhere in the contract.
• They minimise the risk of misunderstandings between parties by making exceptions crystal-clear.
• They can help avoid litigation by removing ambiguity about which clause “wins” when terms clash.
• They enable flexible, bespoke agreements for more unusual commercial arrangements, instead of relying on one-size-fits-all contracts.

However, the flip side is that poorly drafted or unclear “notwithstanding” clauses can create confusion - or even expose you to risk if a dispute arises. That’s why it’s so important to get them right and have any contract you rely on reviewed by a legal professional.

Common Mistakes When Using “Notwithstanding” Clauses

While “notwithstanding” can be a powerful tool for making your business contracts work the way you want, there are also potential pitfalls to watch out for, especially if you’re preparing contracts yourself or relying on templates. Here are the mistakes we see most often as commercial lawyers:

• Vague drafting or ambiguity: If the “notwithstanding” language isn’t crystal clear, it could be interpreted in ways you didn’t intend. This is a common cause of legal disputes, with each party arguing their preferred reading.
• Overriding too much: Sometimes a “notwithstanding” clause will end up cutting across other important provisions, even those the parties wanted to keep. This can seriously backfire down the line.
• Inconsistent use: If there are several “notwithstanding” clauses in a contract, it can become confusing, or even lead to a “battle of the forms” situation where no one knows which section really prevails.
• Unintended legal effect: You might accidentally contradict statutory protections or mandatory UK regulations, such as employment rights or consumer law.

All of this is why we always recommend having your contracts professionally reviewed and tailored to your specific business scenario, rather than risking DIY mistakes.

How to Use “Notwithstanding” Clauses Effectively

If you’re going to use “notwithstanding” clauses in your business contracts, either when drafting from scratch or reviewing agreements you’re being asked to sign, keep these practical tips in mind:

1. Be Specific

A “notwithstanding” clause should clearly reference the clause or provision it overrides. For example:

“Notwithstanding clause 7 (payment terms), clause 9 (early termination) shall apply in the event of insolvency.”

Vague references like “notwithstanding anything herein to the contrary” can create more problems than they solve.

2. Avoid Overusing “Notwithstanding”

Try not to pepper your contract with multiple overriding clauses unless absolutely necessary. Too many can make your agreement confusing and harder to enforce.

3. Double-Check for Consistency

After you’ve included a “notwithstanding” clause, review the rest of your contract to make sure everything lines up. You want to avoid accidental conflicts.

4. Use Plain English Wherever Possible

Legal language should help, not hinder. If you can clearly say what you mean without “notwithstanding,” do so. Clarity always wins.

5. Get Expert Legal Advice

Most important of all - have contracts checked by a qualified solicitor, especially if the stakes are high. This way, your agreements will actually give you the protection you’re expecting. If you need support with contract drafting, editing, or review, Sprintlaw's contract experts can help.

Examples: “Notwithstanding” Clauses in Real Contracts

Want to see how “notwithstanding” operates in real-world legal documents? Here are a few examples with plain-language explanations:

• Termination Exception: “Notwithstanding clause 12 (Termination for Convenience), either party may terminate this agreement immediately if the other party commits a material breach.” What it means: Even though the contract allows for 30 days’ notice on termination, if a serious breach happens, you can end the contract straight away.
• Liability Carve-Out: “Notwithstanding anything else in this Agreement, the Supplier’s liability for death or personal injury caused by negligence shall not be excluded or limited.” What it means: No matter what other sections say about limiting liability, the supplier cannot limit their liability in this scenario (note - this reflects the law under the UK’s Unfair Contract Terms Act 1977 and the Consumer Rights Act 2015).
• Payment Priority: “Notwithstanding clause 5 (Payment Terms), the total price may be adjusted if additional works are requested and agreed in writing by the parties.” What it means: The normal payment rule can be overridden by written agreement for extras - stopping confusion about “scope creep.”

For more on contract basics and different clause types, see our article on what is a contract?.

When Should You Get Legal Help with “Notwithstanding” Clauses?

Sometimes, reviewing a contract can feel overwhelming - especially when unusual legal terms are involved. Here’s when you should absolutely get professional legal advice:

• If you don’t understand how a “notwithstanding” clause affects your obligations
• If you’re worried about a conflict between different parts of your contract
• If the agreement is high-value or business critical (e.g., major supply, distribution, or partnership deals)
• If you’re concerned a clause might override statutory protections

Remember, legal jargon like “notwithstanding” doesn’t have to be scary - but mistakes here can have expensive consequences down the line. A tailored contract review is the fastest way to get peace of mind. You can learn more about how to get a contract reviewed by a lawyer and why it’s so important.

Other Key Contract Clauses to Consider

While “notwithstanding” gets a lot of attention, it’s just one of many clauses you’ll find in business contracts. Here are some other critical ones to keep an eye on:

• Indemnity clauses - agreements about who covers losses and liabilities
• Liquidated damages clauses - setting out pre-agreed compensation if something goes wrong
• Force majeure clauses - dealing with unforeseen events (like pandemics or natural disasters)
• Confidentiality clauses - keeping sensitive information secure
• Termination clauses - clarifying how and when an agreement can end

Each of these has its own quirks and risks. If your contracts are missing these protections - or you’re not sure they’re right for your business - it’s smart to have a legal expert review your documents.

Key Takeaways

• “Notwithstanding” means “despite” - it overrides or takes priority over other terms in a contract if there’s a conflict.
• These clauses are commonly used for exceptions to notice, payment, liability, and more.
• Poorly drafted “notwithstanding” clauses can create confusion or unintended legal consequences. Always be specific and clear.
• Don't rely on generic templates; contracts should be tailored to your unique business circumstances.
• Legal review is essential, especially for high-value or complicated agreements involving “notwithstanding” or other override clauses.
• Other key clauses (indemnity, liquidated damages, force majeure, confidentiality, termination) need similar care in drafting.

If you’re reviewing a contract, writing your first agreement, or simply want to make sure your business is protected from day one, we’re here to help. You can contact the Sprintlaw UK team on 08081347754 or at team@sprintlaw.co.uk for a free, no-obligations chat about your contract needs - we’ll keep things simple and practical, so you can focus on doing business with confidence.