The "termination for convenience" clause allows one party to unilaterally terminate a contract without cause, typically requiring specified notice and potentially incurring a penalty or termination fee. This provision provides flexibility by enabling parties to exit agreements for strategic or unforeseen reasons without alleging breach or fault.
“Termination for Convenience” means a participant’s involuntary termination of employment by the Company for reasons other than a Termination for Cause.
“4.6 Termination for Convenience 4.6.1 Verizon may, upon [****] prior written notice to Supplier, terminate this SOW No. 1, in whole or in part, for its convenience, provided that Verizon may not deliver such notice earlier than [****]. Unless Verizon pays the [****], in connection with release of the Escrow Materials pursuant to the terms thereof, Billed Sub Minimum, as set forth in Table 4.2a, shall continue to apply upon Verizon’s notice of termination for convenience to Supplier until the later of (a) the effective date of such termination or (b) the end of the Transition Services, if any. Supplier may not terminate until after the Extended Term (as set forth in Section 1.3), upon providing no less [****] prior written notice to Verizon. 4.6.2 Transition Services Without limiting Verizon’s right to invoke [****]Services under the terms of the Agreement, in the event Verizon exercises its right to terminate for convenience in accordance with Section 4.6.1 above or Supplier materially breaches the Agreement and/or this SOW No. 1 and Verizon terminates the SOW pursuant to Section 17 of the Agreement, the Parties agree to develop a plan for Transition Services consistent with Section 17.6 of the Agreement which will include mutually agreeable fees payable by Verizon to Supplier for such Transition Services. For clarity, where migration Services are provided prior to the effective date of termination using Supplier Professional Services staff that provide [****] Software release support Services (i.e., through the regular course of business), such Services shall contribute to attainment of any applicable Annual PS Minimum (as hereinafter defined). Supplier will only be responsible for the Transition Services provided by Supplier to Verizon to assist Verizon in transitioning to a Verizon internal platform or to a third-party supplier of Verizon, at Verizon’s discretion.”
Termination for Convenience and Notice Period Either party may terminate this Agreement providing 60 days advance written notice to the other party. Notwithstanding the foregoing, Telenav agrees not to terminate the Advisor Agreement for convenience at any time prior to the first six (6) months of the Term.
Equity Vesting Acceleration upon Termination for Convenience: In the event of any termination by Telenav at any time for convenience, shares under the RSU Award that would have otherwise vested over the six-month period following the effective date of such termination by Telenav for convenience will be deemed to and shall be accelerated to the effective date of such termination.
(c) Termination for Convenience. Any Fund may terminate this Agreement with respect to such Fund or its Portfolio(s) for any reason provided that (i) the applicable Fund shall be required to provide the Fund Accounting Agent at least sixty (60) days’ notice of the effective date of such termination (the “Termination for Convenience Date”); (ii) on the Termination for Convenience Date, the applicable Fund shall pay the Fund Accounting Agent its compensation due through the Termination for Convenience Date and shall reimburse Fund Accounting Agent for its reasonable out-of-pocket costs, expenses and disbursements incurred through the Termination for Convenience Date; provided, however, that if the applicable Fund provides less than sixty (60) days’ notice of the Termination for Convenience Date, then on the Termination for Convenience Date the Fund shall pay the Fund Accounting Agent its compensation due through the date occurring sixty (60) days after the date of delivery of such lesser notice (based upon the average compensation previously earned by Fund Accounting Agent with respect to such Fund or Portfolio for the two (2) calendar months most recently preceding the delivery date of such notice) and shall reimburse the Fund Accounting Agent for its reasonable out-of-pocket costs, expenses and disbursements incurred through the Termination for Convenience Date; and (iii) notwithstanding the foregoing, if the end of the Term (as defined in paragraph (a) of this Section 9) is to occur less than sixty (60) days from the date of notice of termination, the applicable Fund shall provide such lesser notice as may be reasonably practicable, and on the Termination for Convenience Date the applicable Fund shall pay the Fund Accounting Agent its compensation due through the Termination for Convenience Date and shall reimburse Fund Accounting Agent for its reasonable out-of-pocket costs, expenses and disbursements incurred through the Termination for Convenience Date.
In the event CCR exercises its termination for convenience right, Maxeon USA may have an obligation to refund some amount of the advance payment received from CCR, which amount will depend on when CCR exercised its termination right. The Supply Agreement also contains certain technical terms and conditions, such as setting out detailed quality, testing, and performance specifications. In the event Maxeon USA is unable to deliver conforming solar panels pursuant to the required delivery schedule, Maxeon USA is required to pay damages for such delivery delays subject to an agreed upon cap. In the event that delay damage liability reaches the cap, CCR may terminate the Supply Agreement for cause. All solar panels will be covered by a 12-year product warranty, and a 30-year power warranty. The Supply Agreement also contains a termination for convenience provision whereby CCR may terminate the Supply Agreement early (in whole or in part), provided CCR pays certain liquidated damages to Maxeon USA
B. Termination for Convenience. In addition to its right of termination of HEISKELL's services as marketer for the Ethanol, WDGS, CDS/Syrup and Corn Oil under Section 3 hereof, AEMETIS KEYES has the right to terminate this Agreement for convenience at any time by providing 90 days written notice to HEISKELL by registered mail. HEISKELL has the right to terminate this Agreement for convenience if AEMETIS KEYES suspends or terminates its production at the Facility for more than one business day, excluding maintenance or upgrade that lasts less than three business days. In the event that HEISKELL provides notice of its termination for convenience, HEISKELL has the right to immediately retrieve any products, including Grain, at the Facility to which HEISKELL has the title.
Section 7.02Termination for Convenience. (a) In the event the Potential Partners make a determination (in their sole discretion) not to utilize any of the Axens Services and license the Axens Processes in connection with the JV Facilities, the Potential Partners may jointly agree to terminate this Agreement by delivering written notice to Gevo, which shall be effective thirty (30) days following delivery thereof (the “Termination for Convenience Effective Date”). (b) Upon the Termination for Convenience Effective Date, the Potential Partners shall (i) cease all activities under then-existing agreements that the Potential Partners have entered into with Axens pursuant to Section 1.1 of the Axens Side Agreement and (ii) otherwise be relieved of all further obligations to Gevo under this Agreement. For the avoidance of doubt, the Potential Partners shall not be relieved of payment obligations due and owing to Gevo, including the obligation to cause any applicable JV Entity to satisfy such JV Entity’s payment obligations due and owing to Gevo, in each case, pursuant to Article V hereof, as of the Termination for Convenience Effective Date.
(a) Termination for Convenience or Constructive Termination. In the event of the occurrence of any Termination for Convenience or any Constructive Termination (defined below), then the Repurchase Right shall automatically terminate as of the related Cessation Date as to, and the Purchaser shall acquire a vested interest in, an amount of the then Unvested Shares equal to twenty-five percent (25%) of the Shares; provided, however, that if the Termination for Convenience or Constructive Termination occurs following a Corporate Transaction (as defined below), the Purchaser shall acquire a vested interest in one hundred percent (100%) of the Shares.
Termination for Convenience. Notwithstanding anything set forth in Section 6 of the Agreement, either Party may terminate this Amendment for its convenience in whole or in part throughout the Term, upon giving written notice not less than one-hundred and eighty (180) days prior to the termination date specified in the notice to the other Party.
9.2. Termination for Convenience. Subject to Section 9.4, NeoVolta may terminate this Agreement hereunder for any reason upon ninety (90) days prior written notice.
During the first quarter of 2022, we received a notice of termination for convenience under a contractual arrangement with a state government client. Upon receipt of the termination notice, we ceased performing services under the contractual arrangement and sought payment of contractually owed fees of approximately $15 million in connection with the termination for convenience.
Termination for Convenience. Starting at Year 3, and for the remainder of the Term, including any extensions, Sanofi will have the right to terminate the Agreement for convenience upon sixty (60) days’ notice to Dario. If Sanofi exercises this termination for convenience, Sanofi will pay Dario the Transition Payment within sixty (60) days of the effective date of termination.
On October 27, 2023, Theseus Pharmaceuticals, Inc. (the “Company”) provided written notice to ARIAD Pharmaceuticals, Inc. (“ARIAD”) of its termination of the License Agreement, dated June 13, 2018, between the Company and ARIAD (the “ARIAD License Agreement”), which termination will be effective in accordance with the terms of the termination for convenience clause of such agreement.
The Consulting Agreement provides for a 12-month term commencing on the Effective Date and continuing through the first anniversary of the Effective Date, subject to earlier termination for convenience or breach.
6.2 Termination For Convenience. Notwithstanding any other provision of this Agreement to the contrary, either party may terminate this Agreement by giving the other party at least ninety (90) days’ prior written notice of its election to terminate. In case of termination for convenience by either party, BLI agrees to pay Rothman for all undisputed Advisor Fees and Advisor Expenses incurred by Rothman in connection with the Services up to the effective date of termination. Further in the event of a termination for convenience by BLI, BLI agrees (as its sole and only payment obligation) to pay Rothman a lump sum amount equal to twelve (12) months of his Advisor Fees, or US$250,000.
Section 11(a) of the Original Engagement Letter is amended and restated to provide as follows: “Termination for Convenience. Either party may terminate this Agreement for convenience at any time on six months prior written notice to the other party, which notice period may be terminated early upon appointment of a replacement CEO.”
In the event of termination for convenience by LLNL, Cray will be paid a percentage of the price reflecting the percentage of the work performed prior to the notice of termination, plus any reasonable charges resulting from the termination which we are able to substantiate to the satisfaction of LLNL, such amounts not to exceed the total value of the subcontract. As the subcontract deals with delivery of cutting-edge technology LLNL has agreed, prior to pursuing any termination remedies, to engage in a review of the subcontract and system requirements and attempt renegotiation of the requirements and schedule.
(b). The Company may terminate this Agreement upon 90 days’ prior written notice (a “Company Termination for Convenience”); provided, however, that, if requested by the Company, the Advisor shall provide transition services (including, without limitation, assistance with identifying a replacement advisor) to the Company for up to an additional 90 days following the effective date of such Company Termination for Convenience, which services shall be subject to the same compensation and reimbursements as in effect at the time of such Company Termination for Convenience is delivered.
Termination for convenience is a contractual clause that allows one party to terminate the agreement without cause, reason, or fault. This means that either the party has the right to end the contract simply because they choose to, not necessarily due to any breach or wrongdoing by the other party. This clause is particularly useful in contracts where flexibility is needed due to uncertain future circumstances.
You should consider using termination for convenience in contracts where flexibility is needed, and the ability to withdraw without repercussions is desired. It is especially useful in long-term agreements where future business needs or external factors cannot be fully predicted. Additionally, governments and large corporations often use this clause to accommodate shifts in policy or strategic direction without the risk of litigation for breach of contract.
To write a termination for convenience clause, clearly state the following elements:
Right to Terminate: Specify which party, or if both parties, have the right to terminate the agreement for convenience.
Notice Requirement: Define the notice period that must be given prior to the termination taking effect.
Compensation: Outline any compensation or reimbursement obligations for work performed before termination.
Procedure: Describe the procedure that must be followed to effectuate the termination.
Example:
“Either party may terminate this Agreement for its convenience and without cause upon giving the other party thirty (30) days prior written notice. Upon termination, the Company shall compensate the Contractor for all services performed and approved expenses incurred up to the effective date of termination.”
Termination for convenience clauses are commonly found in various types of contracts, including:
Government Contracts: Due to their need for flexibility in policy shifts and budgetary adjustments.
Construction Contracts: To allow owners to terminate projects without cause if circumstances change or priorities shift.
Outsourcing Agreements: To enable businesses to terminate services if they decide to bring operations back in-house or shift to another provider.
Service Contracts: Particularly in industries where market conditions or technological advancements necessitate agile responses.
These clauses provide a safeguard and strategic flexibility for parties to adapt to changing circumstances without locking themselves into a potentially unfavorable long-term commitment.
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Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
The "Termination of Contract" clause outlines the conditions and procedures under which either party can end the agreement before its natural expiration. It typically includes definitions of breach, notice periods, acceptable grounds for termination, and any associated penalties or obligations upon termination.
The "Termination of Employment" clause outlines the conditions under which an employment contract can be terminated by either the employer or the employee. It typically includes details on notice periods, grounds for termination, severance pay, and any obligations or rights of both parties post-termination.
A termination of service agreement clause outlines the conditions under which either party may end the service contract, including any required notice periods and potential penalties or fees. It ensures that both parties understand their rights and obligations when discontinuing the agreement and helps prevent disputes.
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