# Unduly burdensome > Unduly burdensome means a requirement of a significant investment of resources causing substantial hardship **Term:** Unduly burdensome **Last updated:** 2026-07-29 ## Definition ## What Unduly burdensome Means in a Contract "Unduly burdensome" is a qualifying phrase used in contracts to describe a threshold beyond which a party is not expected to comply with a request, requirement, or obligation. Rather than demanding absolute compliance regardless of cost, contracts often build in this standard to acknowledge that some demands, if taken to an extreme, would impose a disproportionate burden of resources, time, or hardship on the party required to perform them. The phrase typically appears as a qualifier or exception clause. For example, a party might be obligated to provide information or access "except where doing so would be unduly burdensome," which signals that the obligation is not absolute but subject to a reasonableness limit. This protects a party from being forced into excessive expenditure or operational disruption to satisfy a counterparty's request. The concept is inherently relative. What counts as unduly burdensome for a small business may be routine for a large enterprise. Courts and contract drafters generally look at the proportionality between the burden imposed and the value or necessity of the outcome sought. ## How Unduly burdensome Is Defined or Measured There is no fixed formula for what makes something unduly burdensome, since the assessment depends on the specific facts and the language of the governing agreement. Common factors considered include the financial cost of compliance, the time required, the disruption to normal business operations, and whether alternative, less burdensome means of achieving the same result are available. Courts applying the law governing the contract often weigh the burden against the benefit or necessity of the request. If the cost of compliance vastly outweighs the value gained by the requesting party, a tribunal is more likely to find the requirement unduly burdensome. Conversely, if the burden is simply inconvenient or moderately costly, that alone is unlikely to meet the threshold. - Disproportionate financial cost relative to the transaction value - Extensive diversion of staff time or operational resources - Lack of reasonable alternatives to achieve the same objective - Repeated or excessive frequency of the demand ## Where Unduly burdensome Appears in Agreements This phrase frequently appears in clauses dealing with audit rights, data protection, information requests, indemnification, and compliance obligations. For instance, a services agreement might state that a customer's audit rights are subject to reasonable notice and shall not be unduly burdensome on the service provider's operations. It is also common in