Legal Definitions - omnibus clause

An omnibus clause is a broad, "catch-all" provision included in a legal document, such as a contract, a will, or a statute. Its primary purpose is to cover any items, situations, or conditions that might have been unintentionally omitted or not specifically addressed elsewhere in the document, thereby ensuring comprehensive coverage and preventing gaps or ambiguities.

Here are some examples of how an omnibus clause might be used:

• In a Business Partnership Agreement: Imagine a detailed agreement between two partners forming a new tech startup. While the agreement meticulously outlines responsibilities, profit sharing, and decision-making for their current products, it might include an omnibus clause stating, "Any intellectual property, including but not limited to patents, copyrights, trademarks, and trade secrets, developed by either partner during the term of this agreement, whether or not specifically listed herein, pertaining to the business of [Company Name], shall be jointly owned by the partners."

  This clause acts as a catch-all to ensure that any future innovations or creative works related to the business, even if not foreseen or explicitly detailed at the time of drafting, are automatically covered by the partnership's joint ownership terms. It prevents disputes over ownership of new developments that arise after the agreement is signed.

• In a Last Will and Testament (Residuary Clause): A person drafting their will might specify various gifts: a house to one child, a sum of money to a charity, and specific heirlooms to grandchildren. To ensure that nothing is left undistributed, the will often contains an omnibus clause, also known as a residuary clause, stating, "I give, devise, and bequeath all the rest, residue, and remainder of my estate, both real and personal, of whatever kind and wherever situated, to my spouse, [Spouse's Name]."

  This clause ensures that any assets not specifically mentioned elsewhere in the will—perhaps a newly acquired investment account, a forgotten piece of jewelry, or funds remaining after all specific bequests have been fulfilled—are still distributed according to the testator's wishes. Without it, these leftover assets might be subject to complex and potentially undesired distribution rules under state law.

• In a Municipal Ordinance: A city council might pass an ordinance regulating noise levels within city limits, detailing specific restrictions for construction, public events, and vehicle engines. To address unforeseen sources of disturbance, the ordinance could include an omnibus clause such as, "Any other activity not specifically enumerated herein that generates noise levels exceeding reasonable community standards, as determined by the city's code enforcement officer, is hereby prohibited."

  This clause provides the city with the flexibility to address new or unusual noise complaints that were not explicitly listed when the ordinance was originally written. It ensures that the spirit of the law—maintaining peace and quiet—can be enforced against evolving or unexpected sources of noise pollution.