Termination
This section outlines how the Agreement for Services can be terminated by either Party, and the consequences of termination. Either Party may terminate the engagement under the following conditions:
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Termination by Either Party (For Convenience): Either the Client or the Company may terminate this Agreement for convenience (without the need to prove cause) by providing at least [30 days’] prior written notice to the other Party, unless a different notice period is specified in a separate contract or statement of work. During the notice period, the Parties will continue to perform their obligations (the Company will continue providing Services and the Client will continue to pay for Services) unless otherwise agreed.
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Termination for Breach (For Cause): If either Party materially breaches any provision of these Terms or any specific engagement agreement, the non-breaching Party may give written notice to the breaching Party describing the breach in detail. The breaching Party shall have [14 days] (or a longer period if specified in the notice, depending on the nature of the breach) from receipt of the notice to cure the breach to the reasonable satisfaction of the non-breaching Party. If the breaching Party fails to cure the breach within that cure period, the non-breaching Party may immediately terminate the Agreement by giving written notice of termination. In cases of severe breach that cannot be cured (for example, a serious violation of confidentiality or an illegal act), the non-breaching Party may terminate the Agreement immediately upon written notice, without a cure period.
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Immediate Termination in Special Cases: Either Party may terminate the Agreement immediately upon written notice if the other Party: (a) becomes insolvent or is unable to pay its debts as they mature; (b) makes an assignment for the benefit of creditors or similar composition; (c) becomes the subject of any bankruptcy, insolvency, or receivership proceeding (and such proceeding is not dismissed within a reasonable time frame); or (d) ceases to conduct business in the ordinary course. The Company may also terminate immediately if continuing the Services would cause the Company to violate any law or professional obligation (the Company will provide notice and explanation in such case).
Termination of Specific Services: If the Parties have multiple ongoing projects or Statements of Work, a termination with respect to one project or SOW does not automatically terminate other projects or SOWs, unless the notice of termination explicitly states otherwise. Those other engagements can continue under these Terms unless separately terminated.
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Effect of Termination: Upon termination of the Agreement (or a specific project), the Company will stop providing the terminated Services. The Client agrees to pay the Company for all Services rendered and expenses incurred up to the effective date of termination. In the case of a fixed-fee or milestone project, if work completed is not easily divisible, the Company will invoice the Client for the portion of work performed up to termination, on a pro-rata or quantum meruit basis, as reasonable. If the Client has paid in advance for Services or deliverables that have not yet been provided as of the termination date, the Company will refund any unearned portion of those fees, except where the termination is due to the Client’s breach (in which case such advance payments may be applied against costs or damages incurred by the Company due to the breach).
Return of Property: Upon termination, each Party shall promptly return or destroy (as per the Confidentiality section) any Confidential Information or property belonging to the other Party that is in its possession. For clarity, this means the Company will return or destroy any sensitive documents or data provided by the Client, and the Client will return or destroy any Company equipment, materials, or confidential documents that may have been shared.
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Survival of Terms: Termination of this Agreement shall not affect those provisions which by their nature are intended to survive termination. The sections on Confidentiality, Intellectual Property, Fees and Payment (with respect to any amounts due as of termination), Liability and Disclaimers, Dispute Resolution, and any other clause which is stated to or which logically should survive, will remain in effect despite termination.
No Further Liability: Except for payment obligations or as otherwise provided in this Agreement, neither Party will be liable to the other for any damages solely by reason of terminating this Agreement in accordance with its terms. Termination is without prejudice to any rights or remedies that may have accrued up to the date of termination. For example, if the Client breached the Agreement prior to termination, the Company may still pursue remedies for that breach even after the Agreement ends, and vice versa.
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Both Parties intend for termination to be a last resort. If issues arise during the engagement, both the Company and the Client agree to communicate and attempt to resolve them in good faith before resorting to termination. Should termination occur, the Parties will cooperate to ensure an orderly transition or wind-down of services to minimize disruption to the Client’s operations.