Attachments Terminology: Seeking Input from Outside the U.S.

MSCD notes how in the U.S., traditionally exhibit is used to refer to a stand-alone document that’s attached to a contract, whereas schedule is used to refer to materials that could have been in the body of the contract but were moved to after the signature blocks.

An exhibit might consist of a form of noncompetition agreement that’s to be entered into at closing, or a copy of Acme’s articles of incorporation. A schedule might consist of a list of Acme’s pending litigation, or a list of Widgetco’s trademarks.

I know that other jurisdictions use other terminology. For example, I’ve been told that in Australia, annexure is used instead of exhibit.

I’d like to include in the third edition of MSCD an account of international attachments terminology, so I invite you to let me know in the comments what the practice is in your jurisdiction.

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.

10 thoughts on “Attachments Terminology: Seeking Input from Outside the U.S.”

  1. I don’t think your exhibit/schedule distinction is really that adhered to in the US.  See, e.g., the NVCA Model Stock purchase agreement, whose Exhibit A is “Schedule of Purchasers” and Exhibit C is “Disclosure Schedule.”

  2. I don’t think that there are any strict rules about it in the UK, but the trends you set out above for the US are familiar.

    An “Exhibit” implies that you are showing something from outside the contract (perhaps management accounts or, as you say, forms of agreement). It should be a separate document referenced by the contract, rather than part of the contract, included for clarity and certainty. This is the one that seems clearest to me.

    Appendix and Schedule seem to be more interchangeable. They are usually both parts of the contract (i.e. drafted with the contract, and would not otherwise exist). I suppose a schedule should in theory contain numbers and lists, but I don’t always see that.

    Annex is another one. I never have much use for it, but in publishing contexts it implies something more like an Exhibit (i.e. an external document attached for ease, perhaps by a different author). Annexure seems like an annoying way of saying “annex”.

    The above distinctions, though vague, are still idealised. The terms aren’t actually used that way here with any consistency. No one wants to have Appendix 1, Appendix 2, Schedule 1, Annex 1 and Exhibit 1 all in the same document, just because of the nature of what is in them. They would be Schedules 1-5, or Appendices 1-5, or whichever term was decided on. (Though I might possibly say Schedules 1-4 and Exhibit 1, depending on what was in the exhibit!)

    • W: If a contract has only a few attachments it would be counterproductive to insist on calling some “exhibits” and the others “schedules.” But in bigger contracts, I think the distinction is helpful to readers. And dreaming up reasons to apply more than two labels would indeed be barmy. Ken

  3. As you note, “Exhibit” is rarely used in commercial contracts in Australia. In its place, “Annexure” is the more common term and “Attachment” is also often used.

    I thought it worth noting that, in Australia, you occassionally see the execution page placed after the schedules (but before the annexures). I suppose that practice is consistent with the notion that schedules are part of the contract whereas annexures are extrinsic documents included in it by reference.

  4. In my experience of UK contracting, the term most generally used to describe addenda or annexures to the main body of a contract, and which contain supporting information, is Appendices.
    But these are also often referred to as Annexes.

    An Attachment or Enclosure is most commonly used to refer to documents, complete or extracts, sent with a covering document.
    However – in the UK the MoD instructs the use of Annexes (letter referenced) to the contract, with Appendices (numbered) to amplify the content of an Annex.

    You mention Exhibit, which is more commonly used to refer to a thing produced in evidence, rather than a part of a text.

    You also mention Schedule, which is most commonly used to refer to a list or a table (e.g. of rates) and commonly appended to the main body of a contract.
    However – Her Majesty’s Government splits the main body of legislation into two hierarchical divisions; the main body and the schedules (as a result of studying Latin at school).

    To answer your question it seems that the practise to adopt is that which is acceptable to your client, and to be clear and consistent.

  5. Ken, the only discussion I have ever had about this issue was with a North American lawyer who wanted to use different names to distinguish between the documents that formed part of the contract (which needed to be included in the version that was submitted to the SEC and then published on EDGAR) and the documents that were not part of the contract and so could legitimately be omitted from the submission to the SEC.  I can’t remember what she called the two categories though.  I would use Schedule for the documents that form part of the contract, and probably Attachment for the other category.  Annex or Annexe or Annexure sounds to me like something potentially forming part of the contract, whereas Attachment doesn’t.  Not sure what I think about Appendix. 

    • Mark: Excuse the belated response, but I have no idea what that lawyer meant by referring to documents that are or aren’t part of the contract. If something isn’t part of the contract, why attach it? What you have to submit on EDGAR is governed by Reg. S-K Item 601(b), and it doesn’t refer to stuff that is or isn’t part of the contract. Ken


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