Friends, there’s never a good reason to include periodically in a contract.
Consider language of obligation:
The Bank will provide the Client periodically with a statement of account for each Account, identifying Assets held in the Accounts.
If I were the client, I’d sure want to be more specific that periodically, which could mean “at regular intervals” or just “from time to time.” I’d specify the intervals. And depending on the context, it might be appropriate instead to have the bank provide a statement whenever the client asks for one.
What about language of of discretion? Here’s an example:
The Trustees of the Trust may periodically review the commissions paid by the Portfolio to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Portfolio.
Presumably the idea is that the trustees would review commissions whenever they think it appropriate. The word periodically doesn’t express that.
And if you want to express the idea that stuff might change over time, you can do better than periodically:
… are in compliance with the Company’s written policies and procedures
in effect from time to time[then in effect], including the Code of Ethics & Business Conduct and the Guidelines on Significant Governance Issues, in each case as may be amended periodically…and shall be determined by Agent in accordance with this Agreement and Agent’s loan systems and procedures
periodically[then] in effect …
There are two issues that drafters may want to address through words such as “from time to time”, “for the time being” and the like:
(1) a right or obligation can arise on more than one occasion.
(2) a right is to be exercised or obligation is to be performed by reference to rules etc that apply at the date of exercise or performance
I share your dislike of the words periodically and ongoing, but will continue to include wording to get across the above points when it seems desirable.
Yes, those are two of the issues. But I suggest that correlation between all such issues and use of phrases specifying frequency and duration is erratic.
In the final example, ‘and shall be determined by Agent in accordance with this Agreement and Agent’s loan systems and procedures *periodically* [then] in effect’, the word ‘then’ seems unanchored. It’s the equivalent of ‘at that time’, without identifying the time. If it means ‘at the time of the determination’, is ‘then’ a safe shortcut?
But isn’t there sometimes a place for vagueness? For instance, when I do consulting work, I include in my legal services agreement that I will send invoices “periodically.” I recognize that it’s vague, but I may do work for the client infrequently throughout the course of our engagement, so I don’t want to commit to any specific interval. Sure, I could say I’ll send an invoice “within X days from the end of any month in which I do work for the client,” but in some circumstances it might make more sense to wait and send an invoice after two months of work (such as if I’m doing a finite “project” for them). Bottom line, I want to cover the fact that I will send invoices and that the client will be obligated to pay them, but I don’t want to get into specifics. So what’s wrong with being vague in this context?
As I note in the post, periodically could mean “at regular intervals” or just “from time to time.” You have in mind the latter meaning, so why not say that?
It’s more succinct? (One word instead of three or four.)
I guess I just don’t understand what’s wrong with the word. If you’re not worried about vagueness (your first point) or some specific criterion of discretion (your second point), then “periodically” seems like a fine way to express “at regular intervals” or “from time to time.” Is it just too stuffy for your taste?
It’s ambiguous, as it expresses two different meanings.
Ah, now I understand. Thanks!
I was one among those that inadvertently used “periodically” in my contracts until I was told by my counsel that a “periodical” is typically used when talking about a journal or a publication that is published regularly. In a contract when you want to express an obligation that should happen from time to time, we can either say so or use the term “in a periodic” manner.