What is it?
Clause Type | Controls an obligation of performance where one party must secure or obtain necessary items or rights for another party to complete a contract.
procure
Contract LawLegal glossary term
Quick answer
What does procure mean?
Procure usually means legally obtaining something necessary for an agreement, such as goods or services. In contracts, it matters because failing to procure the required items can constitute a breach of contract, creating liability. Before signing, check who bears the risk if the item is unobtainable.
Definitions
What is procure?
Legal Definition
To procure means legally obtaining something necessary for an agreement, such as goods, services, or specific rights. A party obligated to procure items often assumes a contractual duty of performance, creating potential liability if the item is unobtainable. The key qualifier involves whether the failure constitutes breach of contract or merely impossibility.
Plain-English Translation
If your parent promises you a birthday bike, they must procure it from the store. Failing to get the bike means breaking their promise, like failing to hand over a signed permission slip for a trip.
Term context
How procure shows up in legal documents
Why does it matter?
Failure to procure the specified item constitutes a breach of contract, potentially leading to damages and making the non-breaching party seek specific performance. The party bearing the risk is generally the obligated procuring party.
When does it matter?
The obligation triggers when the agreement requires the transfer or acquisition of goods, services, or rights at a defined point in time. Breach occurs upon failure to deliver what was procured by the agreed deadline.
Where is it usually seen?
Appears frequently in commercial contracts governing supply agreements, joint venture operating agreements, and financing covenants requiring collateral.
Who is affected?
The obligated party gains liability when they fail to secure resources; the receiving party gains rights to demand performance if those resources are not procured.
How does it work?
First, a contract establishes that Party A must procure Item X for Party B. Second, Party A takes reasonable steps toward obtaining Item X, documenting their efforts diligently. Then, Party A delivers Item X or provides proof of failure to deliver the item in compliance with the agreement’s terms.
Contract relevance
Why procure matters in contracts
Failure to procure the specified item constitutes a breach of contract, potentially leading to damages and making the non-breaching party seek specific performance. The party bearing the risk is generally the obligated procuring party.
Document context
Where procure appears in documents
| Document type | Section | Why it matters |
|---|---|---|
| Supply Agreement | Scope of Work/Goods Specification | Defines exactly what goods or services one party must obtain and deliver to the other. |
| Master Service Agreement (MSA) | Representations and Warranties | A party may warrant that it has the legal right or ability to procure necessary third-party access or licenses. |
| Joint Venture Agreement | Contribution of Assets | Specifies which party must secure specific capital, IP rights, or personnel for the venture to begin. |
| Real Estate Lease Agreement | Improvements and Compliance | Sometimes a tenant must procure necessary municipal permits or zoning approvals before occupying premises. |
Contract language
Common contract wording
| Contract wording | Plain-English meaning | What to check |
|---|---|---|
| The Seller shall procure all requisite governmental approvals. | The seller must legally obtain every permit or authorization needed for the sale to close. | Verify which party is responsible for paying fees associated with these required permits. |
| Buyer agrees to procure, at its sole expense, all necessary financing. | The buyer must secure the specified funding money without incurring extra costs. | Ensure that failure to obtain financing does not automatically void the entire deal. |
| Party A shall procure replacement parts and associated labor within 30 days. | One party must find and deliver the needed components and service work quickly. | Confirm if 'procure' means simply *finding* the item, or actively *securing/buying* it. |
Red flags
Red flags to watch for
shall procure unless force majeure applies
This phrasing leaves ambiguity about the exact scope of 'force majeure' and what constitutes an unavoidable event.
What to check: Define 'force majeure' specifically, listing examples like pandemics or specific material shortages.
best efforts to procure
This standard is extremely vague and often means little in court; it lacks clear metrics for success.
What to check: Replace 'best efforts' with a measurable commitment, such as 'utilize X amount of capital by Y date.'
responsible for procuring necessary licenses
It fails to specify *which* licenses or the timeline for acquiring them, creating a massive gap.
What to check: List every required license and assign clear deadlines for procurement.
upon successful procurement
This phrase can delay payment or action indefinitely if the necessary item is difficult to source.
What to check: Establish a clear fallback mechanism or alternative performance schedule if procurement takes too long.
Wording examples
Clearer wording examples
Vague wording
The party must procure all necessary permits and approvals.
Clearer wording
The Buyer shall obtain, at its sole expense, the building permit (Permit ID: 123) and zoning clearance from County X.
Vague wording
We will use our best efforts to procure funding.
Clearer wording
The Seller commits to securing $5 million in committed financing by the close of business on October 1, 2024.
Note: “clearer” means easier to read — not legally reviewed or guaranteed safe.
Pre-signature checklist
What to check before signing
1
Identify if 'procure' refers to goods, services, or legal rights.
2
Confirm who pays for all costs associated with procurement (fees, taxes, labor).
3
Establish a hard deadline and a fallback plan if the item cannot be obtained by that date.
4
Determine whether failure to procure constitutes an immediate breach of contract.
5
Specify which party bears the financial risk if the required item is delayed or devalued.
6
Ensure the definition covers obtaining necessary third-party consents (e.g., IP rights).
Party impact
How procure affects each party
| Party | What this party should check |
|---|---|
| Buyer | Verify that sellers are explicitly responsible for procuring all required permits and warranties. |
| Seller/Service Provider | Ensure the contract clearly defines what constitutes 'procurement' (e.g., simply finding a vendor vs. contracting with them). |
| Lender/Investor | Confirm that the required assets or funding are legally transferable and secured before closing. |
Comparison
procure vs similar terms
| Related term | Plain meaning | Main difference from procure |
|---|---|---|
| Indemnify | To promise to cover losses or damages for another party. | Procure is about *getting* something; Indemnify is about *protecting* against future financial loss. |
| Represent | To make a statement of fact that is true at the time of signing. | A Representation confirms current status; Procure requires an active, future effort to secure something. |
| Warrant | To guarantee a specific fact or condition remains true throughout the contract term. | A Warranty is a promise of truth; Procure is an obligation of action to *obtain* something. |
Missing or vague
If procure is missing or vague
If this term lacks clear definition, disputes will likely center on the required standard of effort. Opposing counsel may argue that 'best efforts' means simply making a good-faith attempt rather than taking necessary financial steps.
Furthermore, without defining scope, parties cannot agree on who pays for associated costs or delays caused by unobtainable items. This ambiguity can lead to claims of anticipatory breach long before the actual failure occurs.
Document map
Document section map
| Contract section | What to inspect |
|---|---|
| Definitions | Look for a specific definition of 'Procurement' or 'Required Assets' to narrow the scope. |
| Representations and Warranties | Check if the party warrants that they *can* procure the item, not just that they will try. |
| Indemnification/Risk Allocation | Review who assumes financial loss (indemnifies) if the procurement effort fails or is delayed. |
Visual model
Understand procure fast
An explainer image has not been generated for this term yet.
01
A franchisor requires a franchisee to procure specific signage materials; if the franchisee uses unauthorized signs, the contract is breached.
02
A borrower must procure sufficient insurance coverage before receiving a construction loan disbursement; failing this step halts funding.
03
The seller was obligated to procure clear title documents for the real estate sale; inability to prove ownership voids the transaction.
Questions & answers
Common questions about procure
What does procure mean?
Procure usually means legally obtaining something necessary for an agreement, such as goods or services. In contracts, it matters because failing to procure the required items can constitute a breach of contract, creating liability. Before signing, check who bears the risk if the item is unobtainable.
What is procure in plain English?
If your parent promises you a birthday bike, they must procure it from the store. Failing to get the bike means breaking their promise, like failing to hand over a signed permission slip for a trip.
Why does procure matter in a contract?
Failure to procure the specified item constitutes a breach of contract, potentially leading to damages and making the non-breaching party seek specific performance. The party bearing the risk is generally the obligated procuring party.
When does procure apply?
The obligation triggers when the agreement requires the transfer or acquisition of goods, services, or rights at a defined point in time. Breach occurs upon failure to deliver what was procured by the agreed deadline.
Where does procure appear in documents?
Appears frequently in commercial contracts governing supply agreements, joint venture operating agreements, and financing covenants requiring collateral.
Who is affected by procure?
The obligated party gains liability when they fail to secure resources; the receiving party gains rights to demand performance if those resources are not procured.
How does procure work?
First, a contract establishes that Party A must procure Item X for Party B. Second, Party A takes reasonable steps toward obtaining Item X, documenting their efforts diligently. Then, Party A delivers Item X or provides proof of failure to deliver the item in compliance with the agreement’s terms.
What happens if procure is missing or vague?
If this term lacks clear definition, disputes will likely center on the required standard of effort. Opposing counsel may argue that 'best efforts' means simply making a good-faith attempt rather than taking necessary financial steps. Furthermore, without defining scope, parties cannot agree on who pays for associated costs or delays caused by unobtainable items. This ambiguity can lead to claims of anticipatory breach long before the actual failure occurs.
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Wikipedia
Procurement
Procurement is the commercial process of purchasing goods, services, or other works from external sources, and agreeing the terms on which they will be supplied. Major procurement activity may involve the use of a tendering or competitive bidding process....
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Glossaryoperating agreementoperating agreement often shapes similar contract language wording, negotiation leverage, and the plain-English meaning of the clau...Glossaryliabilityliability often shapes similar contract language wording, negotiation leverage, and the plain-English meaning of the clause around...Glossaryacquisitionacquisition often shapes similar contract language wording, negotiation leverage, and the plain-English meaning of the clause aroun...
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Source & disclosure
This page is an AI-assisted plain-English explanation based on LexPredict Legal Dictionary context and contract-review patterns. It is not legal advice. Meaning may vary by jurisdiction, industry, and exact clause wording.
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Related Guides & Resources
Form
IRS Form W-14 — Certificate of Foreign Contracting Party Receiving Federal Procurement Payments
IRS Form W-14: Certificate of Foreign Contracting Party Receiving Federal Procurement Payments
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IRS Form 1040 — U.S. Individual Income Tax Return
Annual federal income tax return for individual taxpayers.
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IRS Form W-4 — Employee's Withholding Certificate
Tells your employer how much federal income tax to withhold from each paycheck.
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IRS Form W-9 — Request for Taxpayer Identification Number and Certification
Provides your TIN (SSN or EIN) to requester for income reporting. Required for freelancers, contractors, and businesses.
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