What happens if the contract and referenced documents conflict?

Where should you look first?

Start by checking the main contract for a clause that explains how conflicts are handled. It may state that the main agreement overrides any referenced documents, or it may give priority to certain attachments or exhibits.

If such a clause exists, it usually controls the outcome and tells you which terms take priority.

What if there is no clear rule in the contract?

If the contract does not address conflicts, the documents are usually read together to try to make sense of both.

If that's not possible, general principles may apply. More specific terms may override general ones, and negotiated terms may carry more weight than standard language. These situations can be more complex and fact-specific.

What to do next...

1. Look for an "order of precedence" or conflict clause in the contract.
2. Compare the conflicting terms side by side.
3. Identify which terms are more specific or clearly negotiated.
4. Clarify the issue in writing or amend the contract if needed.

What to consider in your specific situation

While conflicts can often be resolved, your situation may depend on several factors.

• Whether the contract includes a conflict or precedence clause.
• The wording and detail of each conflicting provision.
• Which terms were specifically negotiated.
• The structure of the contract and incorporated documents.
• Local laws that affect contract interpretation.
• The impact of the conflict on your obligations.

Since every situation is different, consider more information through Rocket Copilot, a Legal Pro, or a legal document review to move forward with confidence.