Schedules and Exhibits: The Attachments That Complete Your Contract
What Are Schedules and Exhibits?
Schedules and exhibits are documents attached to a contract that provide additional detail, specifications, or information referenced in the main agreement. While the main body of the contract sets out the legal terms, schedules and exhibits fill in the specifics.
Schedules vs. Exhibits
Though often used interchangeably, there is a general convention:
- Schedules typically contain variable information specific to the deal — pricing tables, lists of assets, service descriptions, deliverable timelines, or disclosure items.
- Exhibits typically contain standardized forms or documents — sample invoices, insurance certificates, template SOWs (statements of work), or form agreements.
In practice, the distinction depends on the drafter's preference. What matters is that both are part of the contract.
Are Schedules and Exhibits Binding?
Yes — when the main agreement incorporates them by reference. Look for language like: "The Schedules and Exhibits attached hereto are incorporated into and form a part of this Agreement."
With that language, schedules and exhibits have the same legal force as the rest of the contract.
Common Types of Schedules
- Pricing schedule — Fee structures, rate cards, or pricing tiers
- Scope of work — Detailed description of services or deliverables
- Disclosure schedules — In M&A, lists of exceptions to the seller's representations
- Asset lists — Inventory of property, IP, or equipment being transferred
- Payment schedule — Milestone payments or installment dates
What to Watch For
- Missing or blank schedules — The contract references them but they are not attached. This can leave critical terms undefined.
- Conflicts with the main agreement — If the schedule says one thing and the body says another, the contract should specify which controls.
- Schedules modified separately — Some contracts allow schedules to be updated without amending the entire agreement, which can change your obligations.
When to Consult a Lawyer
Always review the schedules and exhibits with the same care as the main agreement. If any are missing, blank, or conflict with the contract body, consider consulting an attorney before signing.
This article is for informational purposes only and does not constitute legal advice. Consult a licensed attorney for guidance specific to your situation.