Termination provisions tend to get drafted at the end of a negotiation, when everyone is tired and focused on closing. They often come straight from the last agreement, and nobody reads them closely again until the relationship is actually ending. That is usually when the problems show up. The cure period is too short to be workable, the cause standard is vague enough that both sides think they are right, or the convenience right sits with only one party and nobody remembers agreeing to that. And the back end of the relationship, where a customer needs its data out and a vendor needs to wind down, is often the thinnest part of the whole agreement.
In this webinar, Laura Frederick, Marybeth Stramaglia, and Lindsey Sands will walk through how to draft termination rights that hold up when a deal actually ends. They will cover termination for cause, including how to define material breach and set cure periods both sides can work with, and termination for convenience, including notice periods, wind-down costs, and when a one-sided convenience right is worth pushing back on. The speakers will discuss what should survive termination and how to draft a survival clause that matches the rest of the agreement. They will also spend time on the obligations that follow the end of the deal, including a real data export right that specifies format, timing, and cost, a transition assistance period with defined scope and pricing, and deletion and certification terms that account for what vendors can reasonably deliver given backup systems and retention requirements.
*Live CLE Credit Information:
How to Contract will apply for 1.25 hours of General CLE credit in TX.
This program is approved for the following:
1.25 hours of General CLE credit in California
1.00 hours of Substantive CLE credit in Pennsylvania
We will provide details to attendees on how to request a certificate of attendance. These certificates are provided after an attendee submits a completed credit request form (including the CLE code words shared live) within 14 days of the live webinar. Late submissions are not accepted.
Lawyers in these other jurisdictions who attend live may be eligible for credit through reciprocity, self-application, or reporting: AK, AL, AR, AZ, CT, CO, FL, GA, HI, IA, ID, IN, IL, KY, LA, NC, NH, NJ, NV, NY, MD, ME, MN, MO, MT, NC, ND, NE, NH, NM, NV, OK, OR, RI, SC, TN, UT, VA, VT, WA, WI, WV, and WY. These programs may also be eligible for Canadian CPD credit in British Columbia, Ontario, and Quebec.
We do not determine individual eligibility. Please check your state bar for specific compliance rules.
