Legal Definitions - whereas clause

Whereas Clause

A whereas clause is a preliminary statement found at the beginning of formal legal documents, such as contracts, resolutions, statutes, or ordinances. These clauses typically start with the word "Whereas" and serve to provide background information, state the underlying facts, or explain the reasons and justifications for the main provisions that follow in the document. They set the stage, offering context and clarifying the intent behind the agreement or action being taken.

• Example 1: A Business Partnership Agreement

  Imagine two companies, "Tech Innovations Inc." and "Global Marketing Solutions," are forming a strategic partnership. Their partnership agreement might begin with clauses like: "Whereas, Tech Innovations Inc. possesses proprietary software for data analytics; and Whereas, Global Marketing Solutions seeks to integrate advanced data analytics into its client offerings; and Whereas, both parties believe a collaborative effort will lead to mutual growth and success..."

  Explanation: These "whereas clauses" establish the foundational reasons for the partnership. They explain what each company brings to the table and why they are entering into the agreement, providing crucial context before the document details the specific terms of their collaboration.

• Example 2: A City Council Resolution

  A city council is considering a resolution to allocate funds for a new public park. The resolution might start: "Whereas, the city's current green spaces are insufficient to meet the recreational needs of its growing population; and Whereas, studies have shown that access to public parks improves community health and well-being; and Whereas, a suitable parcel of land has been identified for development..."

  Explanation: Here, the "whereas clauses" lay out the compelling reasons and public benefits that justify the council's decision to fund and develop the new park. They provide the rationale for the action the resolution is about to authorize.

• Example 3: A Software License Agreement

  When a company licenses its software to a user, the agreement might include clauses such as: "Whereas, Licensor is the sole owner of the proprietary software known as 'DataMaster Pro'; and Whereas, Licensee desires to obtain a non-exclusive license to use said software for its internal business operations; and Whereas, Licensor is willing to grant such a license under the terms and conditions set forth herein..."

  Explanation: These clauses clarify the ownership of the software and the user's intent to use it, establishing the fundamental facts and desires of both parties before the agreement details the specific rights, restrictions, and obligations related to the software license.