This phrase overrides everything that came before it in the contract. Whatever follows “notwithstanding” takes precedence over all other provisions. It is used to carve out exceptions to general rules — but because it overrides rather than amends, the exception can be more significant than the rule it supersedes. Always read what follows “notwithstanding” as if it were the only provision on the topic.

Creates an obligation to cover the other party’s losses, legal fees, and defense costs for the specified triggering events. “Defend” is particularly significant — it requires active defense, not just reimbursement after the fact. The scope of what you are agreeing to cover depends on the triggering events and whether the indemnification is mutual. One-sided indemnification in a vendor’s favor is the most commonly signed unlimited-exposure provision in standard commercial contracts.

Grants a license that never expires and cannot be cancelled, at no ongoing cost. When applied to work you created — or data you provided — this means the other party can use that work or data forever, without payment, regardless of how the contract otherwise ends. Particularly consequential in IP assignment and data sharing clauses where the scope of the license determines what you effectively give up.

Means the named party can make the relevant decision without justification, without notice requirements, and without appeal. When a vendor can terminate “in its sole discretion,” it can walk away from the relationship for any reason without explanation. When pricing is set “in the vendor’s sole discretion,” pricing can increase without limit. Sole discretion provisions create asymmetric power — the party exercising discretion has complete control, and the other party has no recourse.

Triggers rights or obligations based on a significant change in business condition, financial position, or operational capability. In investment and acquisition agreements, a material adverse change clause may allow a party to walk away from the deal. In credit agreements, it may trigger default. The phrase’s danger is its vagueness — whether a specific event constitutes a material adverse change is often genuinely uncertain and has been the subject of significant litigation.

Expands a list beyond the items named — the listed examples are illustrative, not exhaustive. When indemnification covers losses “including without limitation” legal fees, settlements, and fines, the phrase signals that the list does not cap what is covered. When representations cover “including without limitation” all material facts known at signing, the phrase signals that undisclosed facts outside the list may still create liability. Any time this phrase appears after a list, the list is not the limit.

Introduces an exception or qualification to what came before it. Read what follows these phrases as the actual rule — the preceding language states a general principle, and the exception is where the real obligation or limitation lives. A warranty that applies “provided, however, that notice is given within 30 days” may be effectively worthless if the defect is not discovered until month 31. The exception determines whether the right you think you have actually applies to your situation.

Creates deliberate ambiguity — it can mean “either or both” depending on context. In obligation provisions, “and/or” may mean all conditions must be met or any single condition is sufficient. In triggering events, it may mean any one event triggers the obligation or all events must occur simultaneously. The ambiguity is particularly significant in indemnification and termination provisions, where the triggering conditions determine when significant obligations arise.