Set-off
A set of boilerplate set-off clauses, with detailed drafting notes on the legal background and suggested wordings. These Standard Clauses offer a version extending one party's non-contractual rights of set-off, allowing that party to set off any liability, whether present or future, liquidated or unliquidated, and even if expressed in different currencies. The clauses also offer alternative versions to exclude set-off, mutually or for one party. Excluding set-off helps to secure payments due under an agreement without counterclaim, deduction, or withholding. These Standard Clauses are accompanied by notes explaining the key drafting considerations. The notes outline non-contractual rights of set-off and address the risk that a clause may be unenforceable if it offends legislation against unfair terms.
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