Vendor’s Right to Terminate for Cause Clause Samples
The 'Vendor’s Right to Terminate for Cause' clause grants the vendor the authority to end the contract if the client fails to meet certain critical obligations, such as non-payment, breach of material terms, or other specified misconduct. Typically, this clause outlines the types of breaches that justify termination and may require the vendor to provide written notice and an opportunity for the client to remedy the issue before termination takes effect. Its core practical function is to protect the vendor from ongoing harm or risk by allowing them to exit the agreement when the client’s actions undermine the contract’s purpose or value.
Vendor’s Right to Terminate for Cause. 16.5.1 Vendor, in addition to any other rights and remedies provided in the Contract Documents or by law, may indicate its intent to terminate the Agreement for cause upon ten (10) Days prior notice for the following reasons. * Confidential Treatment Requested
(a) The performance of the Scope of Work has been stopped for more than [*] consecutive Days, or aggregate more than [*] Days during the duration of the Project, because of court order, any Governmental Authorities having jurisdiction over the work, or orders by Owner under Section 16.1 hereof, provided that such stoppages are not due to the acts or omissions of any Vendor Responsible Party.
(b) Owner fails to meet its obligations under Article 4 and such failure results in the performance of the Scope of Work being stopped for more than one hundred and twenty (120) consecutive Days during the duration of the Project even though Owner has not ordered Vendor in writing to stop and suspend performance of the work pursuant to Section 16.1 hereof.
(c) Owner’s failure to cure the problem set forth in Section 16.4.1 above within ten (10) Days after Vendor has stopped performance of the Scope of Work pursuant to Section 16.4.2 above.
16.5.2 Upon the occurrence of an event set forth in Section 16.5.1 above, Vendor may indicate an intent to terminate this Agreement for cause by providing written notice in conformance with Section 16.5.1 to Owner that it intends to terminate the Agreement unless the problem cited is cured, prior to the expiration of the applicable period(s) set forth in Section 16.5.
1. If Owner fails to cure such problem after the expiration of the period(s) set forth in Section 16.5.1, then Vendor may give a second written notice to Owner of its intent to terminate following an additional five (5) Day period. If Owner, within such additional five (5) Day period, fails to cure, or reasonably commence to cure, such problem, then Vendor may declare the Agreement terminated for cause by providing written notice to Owner of such declaration. In such case, Vendor shall be entitled to recover in the same manner as if Owner had terminated the Agreement for its convenience under Section 16.3.