Words other than or except that indicate an exception to the rule in the context of which it is given. If an exception is specific, it is likely that the agreement should look at what is happening (or who should do what) with respect to any exception. Best practices — be specific. Instead of the abstract sentence, unless otherwise agreed, it is recommended to be specific and indicate which clause actually limits or qualifies this provision. If two jurisdictions reach different conclusions about significance, unless otherwise provided in this Agreement, this is a sign that you may want to find another way to articulate the interaction between two provisions. Unless otherwise stated in that agreement, it does state that “this provision may well be exceeded by another provision of this treaty”. (This is the equivalent of anything different in this agreement, which means, “This provision may well surpass any other provision of this treaty.”) You would clarify things for the reader if you inserted the reader on the other provision that would cancel the provision in question. The Supreme Court found, following an error, that paragraph 1(g) amended the `pay or play` provision by ignoring the original predetermination clause in relation to the rest of that subparagraph, which states that `[e]xcept shall be indicated differently in this agreement`; As the defendants rightly claim, the seven words are essential, as they require that paragraph 1(g) be read together with the `pay or play` provision, and that, therefore, paragraph 1(g) cannot amend the `pay or play` provision by requiring CBS to use Rather in accordance with a specific standard: by presenting a sufficient number or type of consignments. As reported in the ContractsProf Blog, the phrase, unless otherwise stated in this agreement, is included in presenter Dan Rather`s contract with CBS.
It was also considered in the opinion of a New York court of appeals in CBS` appeal of the Court of Justice`s refusal to dismiss Rather`s infringement action against CBS. The words, unless otherwise agreed, are sometimes inserted to invite the reader (at a later date) to propose a derogation to the destination. This is due to the fact that many people are psychologically inclined to believe that they are bound by the text of the Treaty (whereas the literal text may well imply flexibility that does not exist in words). Thus, many contractual prohibitions or restrictions are not per se set in stone, but require an appropriate explanation before a party waives an infringement in a particular context. Note the subtle difference between the two examples above, namely the limitation where such a different agreement can be concluded. It may make little sense, but it is sometimes useful. For example, in a framework agreement, if another provision requires that all derogations from this framework agreement be inoperative, unless that derogation provision expressly specifies its intention to derogate and from which provision it deviates. . . .
