Cumulative Remedies Clause

What It Does

A cumulative remedies clause keeps your options open. Without it, a court might read a contract that specifies one remedy as making that remedy exclusive, leaving you stuck with it. The clause says the opposite: the listed remedies are in addition to each other and to everything the law and equity already give you, so you can claim damages and seek an injunction, or pursue termination and a damages claim together. For in-house counsel, it is protective boilerplate you generally want, with one wrinkle. A practical test: if your contract caps a vendor's failure at a service credit as the “sole and exclusive remedy” but also says “all remedies are cumulative,” the two conflict, and unless the cumulative clause expressly defers to the specific exclusive-remedy provision, you have handed a court the job of reconciling them.

• States that contract remedies are cumulative and non-exclusive

• Preserves remedies available at law and in equity, including injunctions

• Overrides any implication that a named remedy is the only one

• Must be reconciled with any sole-and-exclusive-remedy provision

• Pairs naturally with a non-waiver clause and a limitation of liability

The well-drafted version carves out the places where the parties did agree a remedy is exclusive, so the general clause does not silently undo a negotiated cap.

Examples

Everspin Technologies, Inc.

Commercial AgreementCumulative and non-exclusive, with a carve-out for contrary termsMutual2024

"Rights and Remedies Cumulative. Except to the extent expressly set forth to the contrary herein, the rights and remedies provided in this Agreement shall be cumulative and not exclusive of any other rights and remedies provided by law or otherwise."

Source

Kratos Defense & Security Solutions, Inc.

Voting AgreementInjunctive remedies cumulative and in addition to law and equityOne-Sided2025

"These injunctive remedies are cumulative and in addition to any other rights and remedies Parent may have at law or in equity."

Source

BancPlus Corporation

Pledge AgreementCumulative remedies with no waiver by delayOne-Sided2025

"...no failure or delay... preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies are cumulative and are not exclusive of any other remedies provided by law."

Source

Negotiate

If you want to preserve every remedy:

You're likely to enforce

• Include a clear cumulative-and-non-exclusive clause that adds the contract remedies to those available at law and in equity.
• Expressly preserve injunctive relief and specific performance, so you are not limited to damages for a breach that money cannot fix.
• Pair it with a non-waiver clause, so a failure or delay in exercising one remedy does not waive it or the others.

If you negotiated a sole remedy or a liability cap:

You want certainty

• Make the cumulative-remedies clause expressly defer to any provision stating a remedy is sole and exclusive, using language like "except as expressly set forth to the contrary."
• Confirm the clause does not override the limitation of liability, so your negotiated caps survive.
• Check the interplay with liquidated damages and service-level credits, so a general cumulative line does not reopen a remedy you closed.

This is rarely a headline fight, but it is where a boilerplate line can quietly unwind a negotiated cap, so reconcile it with your exclusive-remedy and liability provisions.

Red Flags

• A general cumulative-remedies clause that conflicts with a sole-and-exclusive-remedy provision elsewhere, with no language reconciling them.

• Cumulative-remedies language broad enough to be read as overriding the limitation of liability cap.

• No preservation of equitable relief, leaving a party limited to damages.

• A cumulative clause with no accompanying non-waiver clause, leaving open a waiver-by-conduct argument.

• One-sided cumulative remedies that preserve every option for the stronger party while limiting yours.