TERMINATION/FORCE MAJEURE Clause Samples
The Termination/Force Majeure clause defines the conditions under which either party may end the contract due to unforeseen, extraordinary events beyond their control. Typically, this clause outlines what constitutes a force majeure event—such as natural disasters, war, or government actions—and the procedures for notifying the other party and suspending or terminating obligations. Its core function is to allocate risk and provide a fair mechanism for contract exit or suspension when performance becomes impossible or impractical due to circumstances outside the parties' reasonable control.
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TERMINATION/FORCE MAJEURE. The NCAA may terminate this Agreement and withdraw the Academy from the Host:
a. If Host, or any other party participating in the Host bid upon whose representations or commitments the NCAA relied in awarding the Academy host rights to Host, breaches any material term of this Agreement (including, for purposes of clarity, the Bid Specs and guidelines set forth therein), and which is not cured within ten (10) days after the NCAA gives Host written notice thereof;
b. Upon the passage or adoption of any state or local law/regulation with effect (or anticipated effect) in the location of the Academy that the NCAA determines is reasonably likely to be detrimental to the NCAA, causes (or threatens to cause) damage to the NCAA, or contravenes or conflicts with an NCAA bylaw, policy, guideline, or value; or
c. If the NCAA is unable to conduct the Academy, or otherwise comply with the terms and conditions of this Agreement, because of an Act of God; strike; labor dispute; change in federal, state, or local law; war or acts of war; fire; riot; earthquake; act of terrorists or other public enemies; or for any similar reason not reasonably within the control of the NCAA (collectively “Force Majeure”), or otherwise due the cancellation or postponement of the Academy. In the event of termination, Host will take all steps reasonably necessary or requested by the NCAA to assist the NCAA in transferring the Academy hosting responsibility to another host.
TERMINATION/FORCE MAJEURE. (a) If the Board determines that the contractor has failed to comply with the terms and conditions of the bid and/or proposal upon which the issuance of the contract is based or that the contractor has failed to perform said service, duties and or responsibilities in a timely, proper, professional and/or efficient manner, then the Board shall have the authority to terminate the contract upon written notice setting forth the reason for termination and effective date of termination. Termination by the Board of the contract does not absolve the contractor from potential liability for damages caused to the Board or its facilities by the contractor’s breach of this agreement. The Board may withhold payment due the contractor and apply same towards damages once established. The Board will act diligently in accordance with governing statutes to mitigate damages. Damages may include the additional cost of procuring said services or goods from other sources. The contractor further agrees to indemnify and hold the Board harmless from any liability to subcontractors or suppliers concerning work performed or goods provided arising out of the lawful termination of this agreement.
TERMINATION/FORCE MAJEURE. 11.1 If any of the following events of default occur, the non-breaching Party will have the right to terminate this Agreement or, if applicable, the affected Supplement, by written notice following the expiration of any periods of time included in the following, such termination to be effective on the date set forth in the written notice of termination:
(a) If Carrier terminates any Supplement at any time before the expiration of the Lease Term (whether before or after the Turnover Date) or fails to make any payment hereunder within thirty (30) days or receipt of written notice of late payment from MFN, MFN will have the right to terminate such Supplement and/or deny access by Carrier to the affected Product immediately without further notice to Carrier.
(b) If a Party breaches any material term or condition of this Agreement (including specifically, and without limitation, any failure by MFN to deliver Product that meets the Specifications) and such breach remains uncured thirty (30) days after delivery to the breaching Party of written notice of such breach, unless the breach is of a nature or involves circumstances requiring more than thirty (30) days to cure, the time period may be extended for such time as will be reasonably required, provided the defaulting party proceeds diligently to cure the breach.
(c) A Party applies for or consents to the appointment of a receiver, trustee or similar officer for it or any substantial part of its property or assets, or any such appointment is made without such application or consent by such Party and remains undischarged for a period of sixty (60) days; or
(d) A Party consents to, or fails to contest, the institution of a petition or other application of any involuntary bankruptcy, insolvency or reorganization proceeding and any such proceeding as instituted against such Party remains undischarged for a period of sixty (60) days.
11.2 In the event of termination of a Supplement by MFN pursuant to Section 11.1 hereof or by Carrier after execution of the Supplement and before the end of the Lease Term (other than by Carrier for cause as provided in this Section 11), MFN will be entitled to receive, and Carrier will immediately pay, the early termination charge ("Early Termination Charge") set forth in the Product Order and such liquidated damages shall be Carrier's sole liability, and MFN's sole remedy, hereunder.
11.3 If any Authorization is modified, terminated or discontinued and not replaced as provided in Sec...
TERMINATION/FORCE MAJEURE. (a) When fully executed, this Agreement will constitute a binding obligation of both parties which may not be terminated by either party except that either party may terminate this Agreement (in whole or in part) in the event of a material breach of the terms of this Agreement by the other party. In the event of a material breach as set forth above, the breaching party shall be given written notice of such breach and the opportunity to cure such breach within thirty (30) days of the date of such notice (ten (10) days in the case of a payment default). In the event the breaching party fails to cure such breach within the applicable period stated above, the other party shall have the right to immediately terminate this Agreement upon written notice to the breaching party.
(b) In no event shall either party be liable to the other party for any delay or failure to perform hereunder, which delay or failure to perform is due to causes beyond the reasonable control of said party, including, but not limited to, acts of God; acts of the public enemy; acts of the United States, or any state, territory or political division of the United States of America, or of the District of Columbia; acts of a judiciary or legislative body; fires; floods; epidemics; quarantine restrictions; strikes or any other labor disputes; and freight embargoes; provided, however, that the delay or failure to perform was not be caused by the negligent acts of the non-performing party and that the non-performing party acts with due diligence to mitigate any such delays in its failure to perform.
TERMINATION/FORCE MAJEURE. The Placing Agent may terminate the Placing Agreement by notice in writing prior to 9:00 a.m. on the Completion Date, if in the absolute opinion of the Placing Agent, the success of the Placing would be materially and adversely affected by any force majeure events:
TERMINATION/FORCE MAJEURE. (A) Purchaser may terminate this Purchase Order at any time, in which event it shall pay to Seller the proportionate part of the purchase price representing the Goods delivered. Purchaser shall not be liable for any claims for anticipated profits on the unfinished or unshipped portion of the Goods, except as hereinafter provided. If this Purchase Order covers Goods manufactured or fabricated to Purchaser's specifications and Purchaser terminates this Purchase Order for reasons other than Seller's default, upon notice of termination Seller shall stop all performance hereunder and Purchaser shall pay to Seller the costs incurred prior to the date of termination related to the fabrication of any unfinished or unshipped Goods and Purchaser shall have no other obligation to Seller. Purchaser may cancel any unfilled part of this Purchase Order without any liability to Seller if any proceeding, whether voluntary or involuntary, in bankruptcy or insolvency, is instituted by or against Seller, or if an assignee for the benefit of creditors or a receiver is appointed for Seller.
(B) Purchaser may defer or cancel this Purchase Order, in whole or in part, without liability to Seller, upon the occurrence of any event that requires Purchaser, in its sole discretion, to suspend or discontinue Purchaser's normal operations. Such event shall include, but not be limited to, any labor dispute, strike, war, terrorist act, riot, insurrection, civil disorder, flood, earthquake, storm or other act of God or act of public authority. Purchaser's exercise of its rights hereunder shall not be deemed a breach of contract nor entitle Seller to make claim for any damages on account thereof.
TERMINATION/FORCE MAJEURE. Termination by Either Party for Material Breach
6.1 If one Party is in material breach of any of its obligations under the Contract, the other Party can give it written notice that within thirty (30) days of receiving such notice the breach must be remedied (if such breach is capable of remedy). If the breaching Party does not remedy the breach within the thirty (30) days' period or if the breach is not capable of remedy, the non-breaching Party can terminate the Contract. The termination will be effective thirty (30) days after the non-breaching Party gives the breaching Party written notice of termination. The initiation of conciliation or arbitral proceedings in accordance with Article 9 (Privileges and Immunities; Settlement of Disputes) below will not be grounds for termination of the Contract. Additional Termination Rights of UNICEF
6.2 In addition to the termination rights under Article 6.1 above, UNICEF can terminate the Contract with immediate effect upon delivery of a written notice of termination, without any liability for termination charges or any other liability of any kind:
(a) in the circumstances described in, and in accordance with, Article 7 (Ethical Standards); or
(b) if the Supplier breaches any of the provisions of Articles 5.2-5.4 (Confidentiality); or
(c) if the Supplier (i) is adjudged bankrupt, or is liquidated, or becomes insolvent, or applies for a moratorium or stay on any payment or repayment obligations, or applies to be declared insolvent; (ii) is granted a moratorium or a stay, or is declared insolvent; (iii) makes an assignment for the benefit of one or more of its creditors; (iv) has a receiver appointed on account of the insolvency of the Supplier; (v) offers a settlement in lieu of bankruptcy or receivership; or (vi) has become, in UNICEF's reasonable judgment, subject to a materially adverse change in its financial condition that threatens to substantially affect the ability of the Supplier to perform any of its obligations under the Contract.
6.3 In addition to the termination rights under Articles 6.1 and 6.2 above, UNICEF can terminate the Contract at any time by providing written notice to the Supplier in any case in which UNICEF's mandate applicable to the performance of the Contract or UNICEF's funding applicable to the Contract is curtailed or terminated, whether in whole or in part. UNICEF can also terminate the Contract upon sixty (60) days' written notice to the Supplier without having to provide any justific...
TERMINATION/FORCE MAJEURE. 11.1 If any of the following events of default occur, the non-breaching Party (if MFN) will have the right to deny access by Carrier to the Product or Network and (if either Party) to terminate this Agreement by written notice following the expiration of any periods of time included in the following, such termination to be effective in the on the date set forth in the written notice of termination:
(a) If Carrier terminates any Product Order at any time before the expiration of the Lease Term (whether before or after the Turnover Date) or fails to make any payment hereunder within five (5) days or receipt of written notice of late payment from MFN, MFN will have the right to terminate this Agreement and deny access by Carrier to the Product or Network immediately without further notice to Carrier.
(b) If a Party breaches any material term or condition of this Agreement and such breach remains uncured thirty (30) days after delivery to the breaching Party of written notice of such breach, unless the breach is of a nature or involves circumstances requiring more than thirty (30) days to cure, the time period may be extended for such time as will be reasonably required, provided the defaulting party proceeds diligently to cure the breach.
TERMINATION/FORCE MAJEURE. This Agreement may be terminated without further obligation and without penalty at any time before its expiration upon mutual written consent of both parties or by either party without cause with thirty (30) days written notice to the other party. Additionally, at the election of the District’s Board of Trustees, this Agreement may be terminated without further obligation and without penalty at the end of any fiscal year of the District upon thirty (30) days prior written notice to the Foundation. Neither party shall be responsible for damages or expected to fulfill its obligations under this Agreement should an act of God or other unforeseen catastrophe or event occur and cause such damage to prevent the performance of such obligation.
TERMINATION/FORCE MAJEURE. 4.1. Notwithstanding the Term, this Agreement may be terminated upon negotiation with sixty (60) days prior written notice, provided however, that if Agency terminates prior to completing any of the required obligations under this Agreement, such obligations must be completed prior to such termination becoming effective or the Compensation specified herein shall be reduced pro rata based on the services provided at the time of termination. For the avoidance of doubt, if Company terminates this Agreement upon thirty (30) days notice it shall be required to pay Agency in full for all services that had been contracted for during such thirty day period even if Company requests that any such services be cancelled and any such services are so cancelled. Company shall further have the right to terminate “for cause” with respect to the Services of any Influencer if, such Influencer; (i) defaults, breaches or violates the terms of this Agreement; (ii) during the Term, is convicted of a felony, or otherwise is legally charged with acting in a manner in violation of the Morality Clause set forth above; (iii) during the Term, otherwise acts in a manner that materially adversely affects Company’s rights in the Platform as specifically set forth herein; (iv) if at any time Company determines that any Downloads related to such Influencer’s Services were media purchased; or (v) violates any Platform policies and applicable laws and regulations. If Company terminates this Agreement for cause with respect to the Services of any Influencer, pursuant to the foregoing, Agency shall (i) forfeit any unpaid Compensation still owing with respect to the Services of such Influencer, and (ii) any Compensation already paid by Company for such Influencer’s Services shall bereduced pro rata, and Agency shall refund to Company the balance of any such reduced sum