# Special Requirements > Special Requirements means any additional measures or conditions related to an offer, technology or product, which must be met for a specific operation **Term:** Special Requirements **Last updated:** 2026-07-29 ## Definition ## What Special Requirements Means in a Contract Special Requirements is a contractual mechanism used to flag conditions that go beyond the standard obligations found elsewhere in an agreement. Rather than applying uniformly to every transaction under a contract, these requirements attach to a specific offer, technology, product, or operation and must be satisfied before that particular element can proceed. This distinguishes them from general terms and conditions, which apply broadly regardless of the underlying subject matter. The clause typically operates as a gating provision. If the special requirements are not met, the associated obligation, whether it is delivery, payment, licensing, or performance, does not become due or enforceable. Parties use this structure to accommodate situations where a one size fits all approach to contract drafting would be inadequate, such as when a product requires regulatory certification or a technology transfer depends on export control clearance. ## How Special Requirements Is Defined or Measured Because the term is inherently variable, contracts rarely leave it undefined. Well drafted agreements list the specific measures, standards, or documents that constitute the special requirements for a given transaction, often in a schedule or annex referenced by the main body of the contract. This might include technical specifications, safety certifications, insurance thresholds, or third party approvals. Measurement typically depends on objective criteria, such as compliance with a named standard, receipt of a specific certificate, or completion of a defined testing procedure. Where the requirements are more subjective, such as fitness for a particular purpose, the contract should specify who determines whether the requirement has been satisfied and what evidence is acceptable. - Technical or performance specifications tied to a product or technology - Regulatory, licensing, or certification conditions - Safety, security, or environmental standards - Client specific customization or configuration needs ## Where Special Requirements Appears in Agreements This language commonly appears in supply arrangements governed by a [Requirements Contract](https://www.genieai.co/en-us/template-type/requirements-contract), where the buyer's needs may fluctuate and additional conditions attach to particular orders. It also surfaces in technology and intellectual property agreements, particularly a [Technology Transfer Agreement](https://www.genieai.co/en-us/template-type/technology-transfer-agreement), where special requirements might cover training, documentation, or compliance obligations tied to transferring proprietary technology. Special Requirements provisions also appear in general commercial terms, including a company's [Terms and Conditions of Sale](https://www.genieai.co/en-us/template-type/terms-and-conditions-of-sale), where they carve out exceptions for particular products or customer categories. In regulated industries such as construction, healthcare, or energy, these clauses often reference statutory or safety obligations that vary by project or jurisdiction. ## Why the Exact Wording Matters Vague references to special requirements create ambiguity about what must be done, by whom, and by when. If a contract simply states that special requirements apply without specifying them or incorporating them by reference, a dispute may arise over whether an obligation was ever triggered or satisfied. Precise wording protects both parties by making compliance objectively verifiable. The consequences of non-compliance should also be addressed explicitly. Some contracts treat unmet special requirements as a condition precedent that suspends performance, while others treat them as a warranty whose breach gives rise to damages or termination rights. The choice materially affects each party's remedies, so the drafting should state clearly which approach governs, consistent with the law governing the contract. ## Drafting Considerations Drafters should avoid open ended references to special requirements and instead incorporate a schedule, specification sheet, or written notice mechanism that identifies them with precision. Where requirements may change over time, the contract should specify how updates are communicated and whether prior agreement is needed before new conditions take effect. It is also worth clarifying who bears the cost and risk of meeting special requirements, particularly in manufacturing or technology contexts where compliance may involve significant expense. Cross referencing related concepts, such as conditions precedent, can help ensure consistency; see this discussion on [drafting a conditions precedent](https://www.genieai.co/blog/drafting-a-conditions-precedent) for related structuring guidance. Finally, parties should consider whether special requirements should be reviewed periodically, especially in long term supply or licensing relationships, and should build in a mechanism for dispute resolution if the parties disagree about whether a requirement has been satisfied. ## Context ### Relevant circumstances - Hiring for a specialized role - Licensing a technology product - Supplying sensitive products or goods - Defining service level targets and performance metrics ### Relevant sectors - Human Resources - Technology - Supply Chain Management - Professional Services ## Relevant contract types - [Requirements Contract](https://www.genieai.co/en-us/template-type/requirements-contract) - [Technology Transfer Agreement](https://www.genieai.co/en-us/template-type/technology-transfer-agreement) - [Terms and Conditions of Sale](https://www.genieai.co/en-us/template-type/terms-and-conditions-of-sale) --- This is the Markdown representation of [https://www.genieai.co/en-us/define/special-requirements](https://www.genieai.co/en-us/define/special-requirements), provided for AI agents and crawlers. 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