Clause library
Notices clause, explained
A notices clause says how official messages under the contract are given — to whom, by which method, and when they are treated as received.
Last updated 28 October 2026
What does a notices clause do?
Termination and dispute clocks only work if both sides know how a notice is given. A notices clause names the addresses, the permitted methods, and when delivery is deemed. Email is commonly allowed; posting to an old office is how a 30-day notice never arrives. We put the contacts on the same shared draft both sides e-signatureAn e-signature is any electronic way of showing agreement to a document, such as a typed name, a drawn signature or a click.More in the glossary.
Does email count as written notice?
It does if the clause says so. Many commercial papers treat email to a named address as writing, with deemed delivery on sending or on the next business day if sent outside hours. Silence on email is how a termination sent to a personal inbox becomes an argument. Name the addresses. This is boilerplate that does real work.
When is a notice treated as received?
The clause sets deemed delivery: on sending by email, on the next business day, or a number of business days after posting. Those timings are a contractual convention, not a statute we cite here. If the clause is silent, you argue about when the clock started. Align it with the termination notice period.
What if a party changes address?
The clause should say a party may update its notice details by giving notice. Until that update arrives, the last named address still works. On Contracts.io you edit the live contacts on the shared contract rather than leaving an outdated PDF in a drawer. Put a function inbox so a staff change does not kill the channel.
Which messages have to follow this clause?
Formal notices: termination, material breach cure, dispute notices, and any notice the contract says must be ‘in writing’. Day-to-day project chat can stay on Slack if the clause carves it out. Do not let a termination hide in a thread. Pair notices with dispute resolution so a mediation clock has a starting gun.
Example wording
Example · our own drafting
Notices under this agreement must be in writing and delivered by hand, by pre-paid first-class post, or by email to the addresses set out in the Schedule. Email is deemed received on the next business day after sending, unless the sender receives an automatic delivery-failure notice. A party may update its notice details by notice to the other. This clause does not apply to day-to-day operational messages.
In Plain English
Official notices have to be in writing, sent by hand, post or email to the addresses in the schedule. An email counts as received the next working day, unless it bounces. Either side can change its address by sending a notice. Everyday project chat is not covered; a termination is.
What should you watch for?
| Point | Watch for | Push for |
|---|---|---|
| Writing required, with no mention of email. | Named email addresses, plus a bounce rule. | |
| Deemed delivery | Silence, so a 30-day notice has no start time. | A next-business-day rule for email, and a postal fallback. |
| Contacts | A named person who left last year. | A function inbox plus a right to update details by notice. |
| Scope | Every Slack ping treated as a contractual notice — or none. | Formal notices only; operational chat carved out. |
| E-sign | A notice clause that still assumes wet-ink post only. | The same electronic channel you already use to e-sign. |
Which contracts include it?
Lex includes this clause in, among others:
- Services agreement (master services agreementA master services agreement (MSA) sets the legal terms for an ongoing relationship, with each project then agreed in a separate statement of work.More in the glossary)
- mutual NDAA mutual NDA is a confidentiality agreement where both sides share information and both promise to keep it private.More in the glossary
- Freelancer agreement
Draft a master services agreement with this clause
Free for the other sideLex drafts it in Plain English beside the legal wording. Share one link; both sides agree and sign.
Frequently asked questions
What does a notices clause mean?
It says how official messages under the contract are given: to whom, by which method, and when they are treated as received. Termination and dispute clocks depend on it.
Does email count as written notice?
Yes, if the clause says so. Name the addresses and when an email is deemed received. If the clause is silent, a termination sent only by email is the argument you do not want.
When is a notice treated as received?
When the clause says. A common shape is next business day for email, and a small number of business days after posting. Write the timing next to the termination period.
How do we change the notice address?
By giving notice under the same clause. Until that update arrives, the last named address still works. Keep a function inbox so a staff change does not kill the channel.
Does termination have to use this clause?
If the contract says termination is by written notice, yes. A message in a project chat is not enough unless the clause says operational messages count, which they usually should not.
Related
The legal wording governsLast reviewed 28 October 2026Pending lawyer review