What is the difference between a schedule and an annexure? Not much. Our preferred view is to refer to an appendix, annexure or addendum as an ‘attachment’ and make it clear from the wording in the agreement whether it is intended to be an integral part of the legal document.

Over the last twenty years, I have been drafting contracts (like IT Contracts and SLAs), and many have had attachments labelled as either an “appendix,” “annexure,” or “schedule.” During a recent contract negotiation, the meaning of these attachments came into question, in particular, which one is an integral part of the agreement and which is not. The correct use of language in a contract is significant.

The term “attachment” is the umbrella term.

The difference between a Schedule and an Annexure from a technical perspective

Black’s Law Dictionary is useful.

  • An Appendix is “a supplementary document attached to the end of a writing.
  • An Annexure is “something attached, such as a document to a report”.
  • A Schedule is “a written list or inventory, esp., a statement attached to a document and gives a detailed showing of the matters referred to in the document”.

What do these definitions mean on a technical level.

  • A schedule is not an integral part of the agreement as it “gives a detailed showing of the matters referred to in the document.”
  • An appendix ‘supplements’ the agreement and is part of it. It is an attachment that is invariably critical to its validity.
  • An Annexure is a separate document from the agreement, which is a report.

On this understanding, there are two key points.

  • If the attachment is critical to the validity of the agreement, the attachment should be referred to as an appendix.
  • If the attachment contains information that can be changed by a party to the agreement without affecting the validity of the agreement or without the need to vary an agreement, then the attachment should be referred to as an annexure.

The above explanation is on a technical level applied to the words used and their meanings.

According to Thomas Reuters’ Practical contract drafting tips, a good practice is to clarify in the agreement whether appendices form part of the contract. Annexures do not form part of an agreement but stand alone as an attachment to the agreement. Schedules are an integral part of an agreement and provide important legal operative contract terms.

From a plain language perspective

However, one can (and should) look at this from a practical, plain language level. Common to an appendix, annexure or schedule is that they are all “attachments“. Therefore, you should refer to “Attachment 1” and not “Appendix 1” or “Annexure 1” and make it clear from the wording in the agreement whether they are intended to be an integral part of the agreement or not. One could also refer to a Schedule as a “list”.

The mere fact that an attachment was a self-standing document before the agreement was signed does not mean it necessarily always has that status in future, ie its legal significance can be ‘frozen’ at the moment the agreement is signed with it as an attachment (usually initialled). Changes to the original document (a copy of which was attached) then doesn’t usually change the agreement itself, unless this was clearly the intention.