Comply
To act in accordance with the requirements of a contract, regulation, court order, or law; failure to comply constitutes a breach.
While straightforward in theory, many businesses fail to actively track obligations tied to this concept - often resulting in missed deadlines, unintended renewals, penalties, or loss of contractual rights.
US Law · For business owners and foundersWhat is a Comply?
Comply means to act in accordance with the requirements of a contract, law, regulation, court order, or other binding authority. A party who agrees to "comply with all applicable laws" or "comply with the specifications in Exhibit A" has taken on an affirmative obligation to follow those rules.
Failure to comply with a contractual requirement is a breach. Failure to comply with a law or regulation can result in penalties, fines, or criminal liability. Comply is stronger and more demanding than "attempt to" or "try to" - it imposes an obligation to actually meet the requirement.
In practice, many teams rely on a contract expiry tracking system to stay on top of dates and obligations tied to clauses like this.
Key Elements
Affirmative Obligation
To comply is an active obligation. You cannot passively wait or hope requirements are met. You must take steps to ensure compliance. Negligence or oversight does not excuse non-compliance.Strict Liability
Compliance is often strict liability - you are responsible for complying regardless of reason. Even if unforeseeable events prevent compliance, you may be in breach unless the contract includes a force majeure or excuse clause.Timely Compliance
Compliance must occur by deadlines specified in the contract or by law. Late compliance is non-compliance. If a regulation requires compliance by December 31, compliance on January 5 is a violation.Full Compliance
Partial compliance is typically not compliance. If you are required to "comply with all EPA regulations," failing to comply with one regulation is a breach. Every requirement must be met.Reasonable Efforts Standard
Some contracts require "reasonable efforts" to comply, which is less strict than absolute compliance. With a reasonable efforts standard, you cannot be liable for non-compliance if you made genuine, documented efforts to comply and failed for reasons beyond your reasonable control.Real-World Example
A service contract states "Vendor shall comply with all data protection regulations, including GDPR, CCPA, and state privacy laws." Vendor handles customer data. A customer discovers Vendor sold their personal information to a third party without consent, violating CCPA. Vendor claims it "tried" but found the regulations confusing.
Vendor failed to comply with contractual and legal obligations. "Trying" is not the same as complying - the obligation is to actually comply, not attempt to comply. Vendor's confusion about the regulations is not an excuse. Vendor is in breach and may face liability for damages and regulatory fines.
This is why many businesses adopt automated deadline tracking to ensure no critical dates are missed before they pass.
Sample Clause Language
Compliance ObligationWatch Out For
Assuming "try" and "comply" mean the same thing
A contract requiring "reasonable efforts to comply" is different from a contract requiring "compliance." With "reasonable efforts," you cannot be liable if you genuinely tried but failed for reasons outside your control. With "compliance," you are liable regardless of efforts.Ignoring changing regulatory requirements
Laws and regulations change. If your contract requires "compliance with all applicable laws," you must update your compliance program as laws change. Continuing to follow old rules after new requirements take effect is non-compliance.Assuming compliance with one standard covers all
If a contract lists multiple regulatory requirements ("GDPR, CCPA, and state privacy laws"), you must comply with all of them. Complying with GDPR does not satisfy CCPA requirements if they differ. Each requirement must be met separately.Don't let comply deadlines catch you off guard
Key dates tied to complys - renewal windows, expiry cutoffs, notice periods - can easily slip through the cracks when tracked manually. Missing them triggers automatic extensions, penalties, or lost rights. ExpiryEdge tracks every critical deadline and sends automated reminders before they're due - so nothing slips.
Instead of relying on spreadsheets or manual follow-ups, a centralized renewal reminder system ensures every deadline is visible, tracked, and actioned automatically.
How to Use This in Your Favor
Include "reasonable efforts" language if strict compliance is unrealistic
If absolute compliance is difficult or impossible, negotiate for a "reasonable efforts to comply" standard instead. "Vendor shall use reasonable efforts to comply with all applicable laws" gives you flexibility if circumstances change.Define compliance explicitly and provide specifications
Rather than vague "comply with regulations," specify exactly what compliance means: "Vendor shall obtain ISO 27001 certification" or "Vendor shall pass annual SOC 2 audits." Clear requirements prevent disputes about what compliance entails.Create a compliance program and document efforts
Establish a documented compliance program showing your commitment to meeting contractual and legal requirements. This is especially important if you are later challenged about compliance. A well-documented program provides a defense to negligence claims.Related Terms
Frequently Asked Questions
What is the difference between comply and use best efforts?
Comply means you must actually meet the requirement. Best efforts (or reasonable efforts) means you must try hard to meet it, but failure is excusable if you made genuine efforts and failed for reasons beyond your control. Best efforts is less demanding than comply.
If a law changes after I sign a contract, must I comply with the new law?
Yes, generally. If your contract requires "compliance with all applicable laws," new laws are included. You must update your compliance program to reflect new requirements. A force majeure clause might provide an exception for certain changes, but laws passed after contract signing are typically the contractor's responsibility.
Can I be liable for non-compliance I did not know about?
Usually yes. Ignorance of the law is not a defense. If you are contractually required to comply with regulations, you are responsible for knowing and following them. Hiring lawyers or compliance consultants to monitor regulatory changes is part of your compliance obligation.