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Termination

Return of Confidential Information

📖 3 min read

A fair rule about how either side can end the contract. Both sides get notice and a chance to fix problems. This clause is called "Return of Confidential Information".

return destroy confidential

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Termination

Survival of Restrictive Covenants

📖 3 min read

A fair rule about how either side can end the contract. Both sides get notice and a chance to fix problems. This clause is called "Survival of Restrictive Covenants".

survival post-termination continuing

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Termination

Insolvency Termination

📖 3 min read

This clause lets the other party terminate if you go bankrupt or become insolvent (can't pay your debts). It matters because it can accelerate your problems—just when you're struggling financially, you lose a major contract, making things worse. This

insolvency bankruptcy winding up

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Termination

No Cure Period

📖 3 min read

This clause lets the other party terminate immediately if you breach the contract, without giving you a chance to fix the problem first. It matters because you could lose the entire contract over a minor mistake you could easily correct. Most fair co

cure period remedy opportunity to cure

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Termination

Termination Fee

📖 3 min read

This requires you to pay money if you end the contract early—a financial penalty for leaving. It matters because it can trap you in a bad deal; even if you want to escape, the fee makes it too expensive. These fees are enforceable in both UK and US l

termination fee early termination exit fee

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Termination

Excessive Notice Period

📖 3 min read

This requires you to give an unreasonably long warning before you can exit the contract—for example, 12 months' notice to quit. It matters because you could be locked in for much longer than you expect, especially if circumstances change badly. UK em

notice period months notice extended notice

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Termination

Termination for Convenience

📖 3 min read

This clause lets one or both parties end the contract whenever they want, usually with just notice (like 30 days). It matters because it gives you an escape route if circumstances change, but it also means the other party can abandon you with minimal

for convenience without cause at will

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Liability

Survival of Obligations

📖 3 min read

This clause says certain promises in the contract continue to apply even after the contract officially ends. For example, confidentiality obligations, indemnity promises, or warranty disclaimers might survive for 2-5 years after the contract terminat

survival survive post-termination

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Liability

Exclusion of Fraud Liability

📖 3 min read

This clause attempts to say that one party cannot be sued for fraud—lying or deliberately deceiving the other party. This is almost always unenforceable and void in both UK and US courts. Courts treat fraud as so serious that they refuse to let parti

fraud fraudulent exclude fraud

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Liability

Aggregate Liability Cap

📖 3 min read

This clause sets a maximum total amount one party must pay for all damages combined, no matter how many things go wrong. For example, a contract might say "our total liability cannot exceed £50,000" even if you suffer £200,000 in losses from multiple

aggregate total liability overall cap

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