This contract tip is about some contracts can read like a mystery novel.
The term language uses an elusive concept instead of an actual date. "The term ends when all obligations are performed."
Uh, ok. Good luck figuring that out.
No one will be able to track the end date during the term or after. What obligations are we talking about? Does that mean only delivery obligations? What about indemnification? Or no publicity?
I see the same thing sometimes with termination.
"This Agreement will automatically terminate, without an opportunity to cure or written notice, if Buyer materially breaches its terms."
How the heck are we supposed to figure out that? It is just as mysterious.
The parties may not know for some time after the breach that one occurred. "Surprise! Neither of us knew, but your contract terminated some months back. Now, pay me oodles of damages."
I prefer clear expiration and termination dates. I end the term on a specific date, anniversary, or easily-known milestone. I avoid a vague automatic termination for breach and require notice (with a narrow exception for insolvency).
What mysteries have you seen in your contracts?
