Commercial terms & deal structure · Specialist

Flow-down clause

Also called: pass-through obligation

ELI5

A term requiring specified obligations to be passed to subcontractors or lower-tier suppliers.

Used in conversation

“Counsel wants flow-down clause clarified before anyone signs.”

Pitch context

You will see “Flow-down clause” in go-to-market plans, sales forecasts, account reviews and commercial proposals when the discussion reaches commercial terms & deal structure.

Why it matters: In commercial terms & deal structure, a loose definition can change rights, obligations, approval, disclosure or enforceability.

Caution

Meaning, enforceability and required process vary by jurisdiction and agreement; this definition is not legal advice.

Sources & evidence · 3

Direct term-level sources and supporting source families.