Further assurance

by Practical Law Commercial

A boilerplate further assurance clause for inclusion in a commercial agreement, which requires parties to perform all acts and execute all documents necessary to give full effect to the contract after signing. The provision helps remedy unintended omissions and secures co-operation for post-completion matters, such as perfecting title to assets. The accompanying drafting notes explain why an express clause is preferable to relying on uncertain common law duties. Yet also caution that this is not a complete remedy for poor drafting and cannot create new primary obligations, as illustrated by case law. The drafting notes also explain important negotiating points, such as cost allocation and whether the obligation is to use reasonable endeavours or is absolute.