Risk and liability
Termination
How the deal can end. 'Terminate immediately, without notice' lets the other side walk away with no warning and no wind-down.
What it means
A termination clause sets out how, and on what notice, either party can end the contract before the work is complete. It covers who can terminate, how much warning they must give, and what is owed when they do.
Why it matters
The clause to watch is "either party may terminate immediately, without notice." It sounds even-handed, but it lets the client walk away mid-project with no warning, no wind-down period, and, unless a kill fee says otherwise, nothing owed for the work already done. A termination right with no payment tier attached puts the entire cost of a cancellation on you.
What fair looks like
- Notice period: a reasonable window (often 14 to 30 days) rather than "immediately", so work in progress can be wound down.
- Payment on termination: a kill-fee tier so you are paid for work already done, scaling with how far the project has gone.
- Reciprocal: the same termination rights and obligations apply to both sides, not just to the client.
- Termination for cause vs convenience is distinguished: ending the deal because the other side breached is different from ending it simply because priorities changed.
Related reading
See the kill fee definition for the payment side of a cancellation, and the contract red flags checklist.