Skip to the page
Este sitio está disponible en español.Ver en español
All guides

The clause that lets them end the deal early

A termination for convenience clause lets one side end the deal at any time, with no fault needed. This guide reads one from a real agreement filed with the SEC. How a court treats a clause like this can depend on state law.

What it costs

End the deal before the work is done and the last $40,380 is not owed under this clause.

Assumes the customer ends the deal before completion. The price is $70,380: $30,000 on signing and $40,380 on completion, over a 22-week term.

The clause, from a real filing

15. Termination

15.1. The Customer may terminate this Agreement for convenience at any time upon written notice to the Contractor. 15.2. In the event of termination by the Customer for convenience: (a) the Customer shall have no obligation to make any further payments beyond amounts already paid; (b) the Contractor shall have no obligation to deliver incomplete materials, unfinished work product, or partially completed Deliverables; and (c) the Contractor shall cease work promptly upon receipt of the termination notice. 15.3. Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured for ten (10) calendar days after written notice describing the breach. …
Software Development Agreement, Exhibit 10.1, CIK 2076167, Form 8-K, filed with the SEC on April 23, 2026. Read the original on SEC.gov
  • High risk

    A one way exit, with no more payments

    Only the customer can end the deal at will, and it owes no further payments when it does. The contractor can end the agreement only for a material breach the other side leaves uncured for ten days. If the customer ends it first, the contractor does not have to hand over unfinished work, and must stop work promptly.

The change to ask for

Before: The Customer may terminate this Agreement for convenience at any time upon written notice to the Contractor. 15.2. In the event of termination by the Customer for convenience: (a) the Customer shall have no obligation to make any further payments beyond amounts already paid.

After: Either Party may terminate this Agreement for convenience upon thirty (30) days’ written notice to the other Party. 15.2. In the event of termination by either Party for convenience: (a) the Customer shall pay the Contractor for all work performed and in progress through the effective date of termination, plus approved costs incurred.

Suggested language to discuss, not legal advice. Thirty days is an example. Sections 15.2(b) and (c) would need matching changes.

Before you sign: the right to end the deal

  1. Find the exit clause. It often sits under Termination, or Termination for Convenience.
  2. Check who may use it. A right that names only one side is a right for one side.
  3. Check how much notice is required, if any, and how the notice must be given.
  4. Check what is owed on the way out: finished work, work in progress, and approved costs.
  5. Check what happens to unfinished work, and who owns it once the deal ends.
  6. Ask for an exit both sides share, a notice period, and pay for work done.
Open the one-page checklist to print
Transcript
  1. 0:00This clause lets them end the deal early.
  2. 0:03It comes from a software development agreement filed with the SEC.
  3. 0:07The customer can end it at any time, in writing.
  4. 0:11Only the customer gets that exit.
  5. 0:14Only $30,000 is paid up front.
  6. 0:17End it early, and the last $40,380 is not owed under this clause.
  7. 0:23Check three things. How much notice do you get? What is owed for work in progress? Do both sides have the same right?
  8. 0:31Ask for an exit both sides share, a notice period, and pay for work done.
  9. 0:36Ask that work in progress be paid for in writing, before you start.
  10. 0:40A BeforeJD read marks a clause like this, explains it in plain English, and writes the change to ask for.
  11. 0:47It also drafts the email that asks for it.
  12. 0:51Check your contract for this clause.
  13. 0:54Your first read is free.

Keep reading

Check your contract for this clause.

BeforeJD reads your contract and marks this clause, and every other one worth a second look.

Your first read is free.

Read a contract

BeforeJD is not a law firm. This is informational only, not legal advice.