Termination reference: either-party material-breach termination with thirty-day cure plus insolvency rights, mutual convenience termination where included with prorated fees, renewal by agreement or guarded auto-renewal with wind-down and data return, on the fixed schema. Read when reviewing termination, renewal, or exit terms.
Termination
Topic: Termination — cause, convenience, renewal, wind-down.
Contract type: All term commercial agreements (services, subscription,
supply).
Jurisdiction: US commercial market; verify against the matter's
jurisdiction pack. Positions are firm-configurable defaults overridable via
.dochaus/profile.md.
Preferred
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.
Off-market variants to watch. Provider-favorable: evergreen auto-renewal with a non-renewal window opening and closing far in advance (90+ days), easily missed; customer termination — even for the provider's breach — accelerates all remaining committed fees, or prepaids forfeited in all cases; provider may terminate or suspend for convenience while the customer is locked in. Customer-favorable: customer terminates for convenience at any time with no notice and full refund while the provider has no exit; cure period for customer breaches only; open-ended post-termination transition at the provider's cost.
Fallbacks (ordered)
- Offer when the counterparty resists mutual convenience termination: drop convenience termination for both sides; keep mutual breach termination and pro-rata refund where the customer terminates for the provider's breach.
- Offer when the counterparty needs a longer renewal-decision runway: accept a longer non-renewal window (up to 60 days before renewal) paired with a renewal-reminder notice obligation.
- Offer when the provider needs committed-fee certainty: accept fee commitment surviving customer convenience termination, but never surviving termination for the provider's breach.
Walk-away floor
Acceleration of all fees on any termination (including for the provider's breach), or no cure right for material breach.
Escalation trigger
At or below the floor, do not concede. Route to the supervising lawyer for
the matter (or the .dochaus/profile.md Escalation Rules contact) before
accepting any term that forfeits the client's exit on the counterparty's
breach.
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.