What is it?
Clause Type | It governs specific deviations from general contractual terms, such as payment schedules or liability caps.
special
Contract LawLegal glossary term
Quick answer
Special usually means a unique or customized condition within a legal document. In contracts, it matters because it creates obligations outside standard boilerplate language, shifting risk significantly. Before signing, check if the special clause is clearly defined and integrated.
Definitions
What is special?
Legal Definition
A special provision dictates a unique term or condition within a legal agreement, setting it apart from standard clauses. This stipulation creates an individualized right, obligation, or exception for one or both contracting parties involved. Practitioners often focus on whether the 'special' nature of the clause is properly integrated into the governing document.
Plain-English Translation
A special permission slip allows you to leave class early, but only if it says 'Special: Early Dismissal.' That means everyone else has to follow the normal rules.
Contract relevance
Why special matters in contracts
Ignoring a special term risks voiding the entire clause or triggering an immediate breach of contract. The party relying on the deviation bears this risk.
Document context
Where special appears in documents
| Document type | Section | Why it matters |
|---|---|---|
| Service Agreement | Scope of Work Section | Determines specific deliverables beyond general service descriptions |
| Purchase Order (PO) | Terms & Conditions Addendum | Overrides or supplements standard seller terms for that order |
| Lease Agreement | Use Restrictions Clause | Dictates unique permitted activities at a property |
| Statute/Regulation | Specific Exception Paragraph | Carves out an individualized rule from a broader legal mandate |
| Indemnification Agreement | Excluded Damages Provision | Limits liability only for certain, specified types of losses |
| Bailment Contract | Handling Instructions Section | Mandates unique care or use protocols for entrusted goods |
Contract language
Common contract wording
| Contract wording | Plain-English meaning | What to check |
|---|---|---|
| In addition to standard warranties, the Seller provides a special guarantee regarding... | This means there's an added rule not covered by the general terms. | Verify exactly what that extra rule entails. |
| Special termination rights apply only upon breach of Article IV." | A unique right to end the deal based on a specific failure. | Confirm which failures trigger this specialized right. |
Red flags
Red flags to watch for
Wording examples
Clearer wording examples
Vague wording
Special
Clearer wording
[Specify exactly what makes it special]
Vague wording
Special circumstances
Clearer wording
[List the specific circumstances that qualify]
Note: “clearer” means easier to read — not legally reviewed or guaranteed safe.
Pre-signature checklist
What to check before signing
1
Does this term clearly state *what* is special?
2
Is the scope of the special condition precisely limited or broadly defined?
3
Does it specify which party benefits from the special rule?
4
If it's a modification, does it explicitly override other clauses?
5
Are there any conditions precedent attached to the special provision?
6
Does it reference an external document (Exhibit/Schedule) that must be reviewed?
7
Is the language active and unambiguous?
Party impact
How special affects each party
| Party | What this party should check |
|---|---|
| Buyer | Confirm the specific goods or service covered by the unique arrangement. |
| Seller | Ensure the obligations imposed by the special term are achievable under current operational capacity. |
| Tenant | Verify that the special use rights align with intended business operations, not just generic occupancy. |
| Employer | Check if the special clause grants unique leave entitlements or compensation structures. |
| Lender/Creditor | Confirm the special covenants limit collateral risk appropriately for their investment. |
Comparison
special vs similar terms
| Related term | Plain meaning | Main difference from special |
|---|---|---|
| Boilerplate Clause | Standard, pre-written language applying generally to everyone. | Special clauses deviate from this standard rule. |
| Waiver | Relinquishing a known right (e.g., waiving the right to sue immediately). | A special clause *creates* or *defines* a unique right/obligation that wasn't there before. |
| Covenant | A promise or agreement within the contract. | A special covenant is one that applies only under specific, tailored circumstances. |
Missing or vague
If special is missing or vague
If the term 'special' lacks definition, parties often argue over what it means in practice.
For instance, does 'special warranty' cover defects found during installation or only during operation?
Lack of clarity leads to costly litigation over scope and intent. You must define the boundaries of that customization.
Document map
Document section map
| Contract section | What to inspect |
|---|---|
| Scope of Work | Look for language like: 'Excluding standard maintenance, a special service level agreement applies...' |
| Representations & Warranties | Inspect clauses where warranties are qualified by something unique to your business model (e.g., 'Special warranty regarding IP ownership'). |
| Indemnification | Check if the indemnified losses are limited to specific events referenced as 'special occurrences'. |
| Governing Law/Jurisdiction | See if there is a special provision dictating which state's laws apply despite the contract being signed elsewhere. |
Visual model
Understand special fast
An explainer image has not been generated for this term yet.
01
Landlord/Tenant: Landlord grants special right of first refusal on apartment unit 3B; Tenant gains priority over other renters.
02
Borrower/Lender: Lender imposes a special prepayment penalty fee of 5% after year two; Borrower incurs that specific financial burden.
03
Franchisor/Franchisee: Franchisor includes special clause mandating local sourcing for all raw goods; Franchisee must adhere to this unique supply chain requirement.
Document context
How special shows up in legal documents
Why does it matter?
Ignoring a special term risks voiding the entire clause or triggering an immediate breach of contract. The party relying on the deviation bears this risk.
When does it matter?
When the parties execute the document, or when a specific event outlined in the provision occurs (e.g., 'upon default').
Where is it usually seen?
Special provisions appear frequently in commercial leases, complex financing agreements, and within UCC-governed security instruments.
Who is affected?
A tenant might gain a special right to early lease termination; an indemnitor may risk unlimited liability due to a specific indemnity clause.
How does it work?
First, the parties negotiate the unique requirement. Then, they draft it clearly into the agreement's operative sections. Within the document, this stipulation overrides general boilerplate language.
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Wikipedia
Special
Special or Specials may refer to:
Open on Wikipedia →Knowledge graph
Where special connects to real contract work
This layer links the term to nearby glossary entries, document use cases, and contract-risk guides so readers can move from definition to context without dead ends.
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BGRisk context hubGlossary meaning, document paths, and adjacent risk pages connected around this clause.
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Source & disclosure
This page is an AI-assisted plain-English explanation based on LexPredict Legal Dictionary context and contract-review patterns. It is not legal advice. Meaning may vary by jurisdiction, industry, and exact clause wording.
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