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dochaus/skill/clause-library/references/termination.md

Termination

US commercial-market reference points; verify against the matter's jurisdiction pack.

Balanced position

Either party may terminate for material breach uncured within thirty days of written notice, and for the other party's insolvency. Termination for convenience, where included, is mutual on thirty to sixty days' written notice with fees prorated to the termination date. Renewal is either by mutual agreement or auto-renewal with a non-renewal window of thirty days or more before the renewal date. On termination, prepaid unused fees for the terminated period are refunded if the customer terminated for the provider's breach, and a short transition period covers data return.

Either party may terminate this Agreement upon written notice if the other
party materially breaches this Agreement and fails to cure such breach within
thirty (30) days after receiving written notice of the breach. Either party
may terminate this Agreement for convenience upon sixty (60) days' prior
written notice, in which case fees shall be prorated to the effective date of
termination and any prepaid fees for the period after termination shall be
refunded.

Common one-sided variants

Tilted toward the provider:

  • Evergreen auto-renewal with a non-renewal window opening and closing far in advance (notice due 90+ days before renewal), easily missed.
  • Customer termination — even for the provider's breach — accelerates all remaining committed fees, or prepaid fees are forfeited in all cases.
  • Provider may terminate or suspend for convenience or on short notice while the customer is locked in for the full term.

Tilted toward the customer:

  • Customer terminates for convenience at any time with no notice and full refund of prepaids while the provider has no exit at all.
  • Cure period for customer breaches only; provider breaches terminate immediately.
  • Open-ended post-termination transition assistance at the provider's cost.

Fallback ladder

  1. Mutual 30-day-cure breach termination, mutual convenience termination on 30-60 days' notice, 30-day non-renewal window (preferred).
  2. Drop convenience termination for both sides; keep mutual breach termination and pro-rata refund where the customer terminates for the provider's breach.
  3. Accept a longer non-renewal window (up to 60 days before renewal) paired with a renewal-reminder notice obligation.
  4. Accept fee commitment surviving customer convenience termination, but never surviving termination for the provider's breach.

Below rung 4 — acceleration of all fees on any termination, or no cure right — escalate.

Rationale: Termination mechanics determine the real length and cost of the deal; the renewal window and the fee consequences of exit are where the money moves.