Equitable Remedies Clause

Summary

This equitable remedies clause grants the parties to a contract the right to seek and obtain from any court of competent jurisdiction any equitable or provisional relief or remedy enforcing any right or interest it may have in connection with the contract. This template includes practical guidance and drafting notes. Equitable remedies are court-ordered remedies when monetary compensation is either unavailable, incalculable, or insufficient under the circumstances. Unlike legal remedies, they are not automatically available but rather enforced and/or awarded in a court's discretion. Equitable remedy clauses can be made to the agreement as a whole or simply to certain types of breaches and/or forms of relief. Counsel should note, however, that despite inclusion of such a clause, courts and arbitration tribunals can nonetheless deny equitable relief in their discretion as they generally favor the exclusive award of monetary damages unless such an award is insufficient, incalculable, or inadequate. Nevertheless, the language serves to encourage the awarding of equitable relief. Additionally, courts are most likely to enforce equitable remedies clauses that are specific and applicable to breaches where equitable relief is commonly awarded. Equitable relief clauses are most commonly seen in confidentiality agreements, agreements that contain non-competes and/or non-solicitations (such as employment and other personal service contracts), and agreements for the sale or license of unique goods. For a full listing of related contract clauses, see General Commercial Contract Clause Resource Kit. For information on equitable remedies, see Equitable Remedies, Remedies, and Damages for Breach of Commercial Contract.