Schedules and Exhibits as Part of a Contract

It’s commonplace for drafters to assume that unless they say so explicitly, schedules and exhibits attached to a contract don’t constitute part of that contract. Here’s an assortment of contract language reflecting this assumption:

Schedule A constitutes a part of this agreement.

All exhibits referenced in this agreement are made a part of this agreement.

The exhibits and schedules hereto are an integral part of this agreement and are deemed incorporated by reference herein.

All exhibits and schedules annexed hereto are expressly made a part of this agreement as though fully set forth herein.

This agreement (including any exhibits and schedules hereto) constitutes the entire agreement among the parties hereto.

All such language is redundant. Any exhibit or schedule attached to a contract would necessarily be referred to in the body of the contract. That reference by itself is all that’s required to make the exhibit or schedule part of the agreement. So do yourself a favor—omit any mention, however couched, of exhibits and schedules forming part of the agreement.

I mention this point in the discussion of incorporated by reference at MSCD 9.12, but I need to add it to chapter 5 (The Back of the Contract) in the next edition of MSCD.

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.