Clause Guide
No Third-Party Beneficiaries Clause clause: meaning, risks, and what to negotiate
Says that only the contracting parties, not outsiders, may enforce the agreement unless expressly stated otherwise.
What it means
This clause helps prevent non-parties from claiming rights under the contract or trying to enforce its terms.
Common risks
3 risks identifiedWithout it, third parties may try to assert contract rights.
The clause may accidentally exclude intended beneficiaries.
It may conflict with affiliate or subcontractor provisions.
What to check before signing
ChecklistAre any third parties meant to have rights under the agreement?
Does the clause match indemnity or affiliate provisions?
Are intended exceptions stated clearly?
Negotiation ideas
ActionableUse a standard no-third-party-beneficiaries clause.
Add explicit carve-outs for intended beneficiaries if needed.
Check consistency with affiliate, indemnity, and insurance wording.
Example clause
Except as expressly stated in this Agreement, no person or entity that is not a party to this Agreement shall have any right to enforce any of its terms.
Frequently asked questions
1 questionsWhat is a third-party beneficiary?
It is someone who is not a party to the contract but may claim a right to benefit from or enforce it.
Related clauses
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