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Legal information, not legal advice. How a phrase is read depends on the governing law and the rest of the agreement.

"Notwithstanding" means "despite". In a contract it tells the reader that one provision wins over another when the two conflict. "Notwithstanding Section 9, either party may seek injunctive relief" means that whatever Section 9 says about dispute resolution, the right to seek an injunction survives.

The word came into English legal drafting from Latin and Law French usage, where phrases meaning "not standing in the way" were used to override a rule or an earlier grant. Statutes used it for centuries to make one rule prevail over another, and contract drafters adopted the same habit.

The trouble starts when a contract uses it too often. If Section 4 says "notwithstanding anything to the contrary" and Section 12 says the same, the reader has two provisions that each claim to win. Courts then fall back on general principles of interpretation, such as reading the agreement as a whole or giving effect to the more specific provision, and the outcome becomes harder to predict.

Good practice is to name the provision being overridden. "Notwithstanding Section 9" is clear; "notwithstanding anything in this Agreement to the contrary" asks the reader to search the whole document for a conflict. Many drafters prefer "subject to" in the subordinate clause instead, so that the hierarchy is stated once, where the weaker provision sits.

A short example shows the risk. A supply agreement says in Section 6 that the supplier may suspend deliveries if invoices are more than thirty days overdue, "notwithstanding anything to the contrary". Section 14 says that during a declared force majeure event "notwithstanding any other provision", neither party may suspend performance. If a customer is late paying during a storm, both sections claim priority, and the parties are left to argue about which one the drafters meant to win.

A drafter can avoid this by keeping a short list, while drafting, of every override in the document and checking that no two of them cover the same ground. Reviewers can do the same in reverse. The time it takes is small next to the cost of a dispute over which clause controls.

The same discipline applies to phrases with a similar job, such as "except as otherwise provided" and "without limiting". Each changes how far another provision reaches, and each deserves a named cross-reference where possible.

When you use AI to review a contract, ask it to list every "notwithstanding" and "subject to" and to say which provision each one overrides. Then check whether any two of them point at each other. An AI summary that reads a clause on its own, without its overrides, will often state a right more broadly than the contract allows.