Commercial contracts under English law: drafting and negotiating term and termination clauses—practitioners' checklist of triggers, renewals, insolvency, termination payments, force majeure, service levels, consequences and post-termination obligations

Published by a LexisNexis Commercial expert

Checklists

This Checklist outlines the principal points to weigh up when drafting term and termination provisions in a commercial contract for use by the parties. For additional guidance on the duration and ending of commercial contracts generally, in practice, see:

Practice Note: Drafting term and termination clauses—commercial contracts and
Contract termination—overview

General drafting points

The common law has developed a series of principles concerning contract length and termination. For instance, where a contract says nothing about duration, a court may imply a right to end it on reasonable notice. In some situations, parties may also end a contract for repudiatory breach. Nevertheless, it is usually better to set out express terms on duration and termination to give the parties certainty, rather than depending on common law. If a contract lacks express termination rights, it may be uncertain whether a given breach allows the innocent party to bring the agreement to an end. A termination clause enables the parties to customise termination to their specific deal as appropriate and can set out a clear process to follow if a termination right arises. As a general rule, contractual rights to terminate operate in addition to, and not as a replacement for,...

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Matthew Hattersley

Clarion Solicitors Limited

Matthew Hattersley, Partner, leads Clarion's Commercial team. Matthew advises on all aspects of commercial law including IT contracts, outsourcing and general business contracts. Matthew also heads up Clarion's growing renewables and energy sector. Lexis®PSL Commercial About Lexis®PSL ...

Sonia Marrow

Clarion Solicitors Limited

Sonia Marrow is a Professional Support Lawyer at Clarion. Sonia supports Clarion’s lawyers to help empower them with the tools and confidence they need to deliver an exceptional client experience....

Web page updated on 22/05/2026

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