Consequences of termination clause

Sample clause

Written for an equipment hire and site services agreement between Marlow Logistics and Ironbark Interiors, both fictional Australian businesses.

19. Consequences of termination 19.1 On the effective date of termination or expiry of this agreement: (a) the Supplier must stop providing the Services, except any Services the Customer asks it to continue under clause 15 (Transition Assistance); (b) the Customer must make the Equipment available for collection by the Supplier from the Site within 10 business days, in the condition required by clause 6, fair wear and tear excepted, and the Supplier must return it to its depot at Kewdale at its own cost; (c) each party must return or destroy the other's Confidential Information under clause 9; (d) the Supplier must delete Customer Data from its systems within 30 days, except copies held in routine backups, which must be deleted within 90 days; and (e) the Supplier must revoke the site access cards issued to its personnel. 19.2 The Supplier must issue a final invoice within 15 business days of the effective date, covering Services delivered and any amounts payable under clause 11, and the Customer must pay it within 30 days. 19.3 Termination does not affect any right or liability that accrued before the effective date.

Sample wording, not legal advice.

Variants

What to negotiate

• Data return and the deletion deadline

  Customers want their data back in a usable format before anything is deleted, and suppliers want a firm deletion date so they are not holding somebody else's records indefinitely. The usual sequence is export first, confirm receipt, then delete within a stated period, with a longer window for routine backups because no operations team can pull a single customer out of a backup on demand.

• Who pays for the exit work

  Returning equipment, exporting data and revoking access all cost something. Suppliers want the work paid at standard rates; customers argue that basic return of their own property is part of the deal. Most contracts split it: return of property and a standard data export are included, and anything beyond that, such as bespoke formats or knowledge transfer, is paid under a transition assistance clause.

• The timing of the final invoice

  A final invoice that arrives months later is difficult to check and difficult to budget for. Customers ask for a deadline, commonly 15 to 30 business days after the effective date, with the invoice treated as final. Suppliers accept the deadline but ask for an exception where a third party cost has not yet been billed to them, which is a reasonable carve out to include.

• Condition of returned property

  Fair wear and tear is the phrase every hire agreement uses and few define. The party receiving property back wants an inspection right and a short window to notify damage with photographs. The party returning it wants a deadline after which no claim can be made. Both features together make the clause workable, because the dispute is otherwise about the condition of something already collected.

The risk of leaving it out

Without this clause the parties leave the practical questions to be settled after the relationship has already failed. Equipment sits where it was, data is held or deleted on whatever timetable suits the holder, access cards stay active, and the final invoice arrives whenever it arrives. Each of those is easy to agree in advance and slow to agree afterwards.

An exit checklist belongs in the contract

The useful version of this clause reads like a list of tasks with owners and deadlines, because that is what the parties will actually follow. Stop the services. Return the property, in a stated condition, to a stated place. Export the data, in stated formats, then delete it after a stated period. Revoke access, both physical and system. Issue the final invoice by a deadline and pay it by another. Confirm the return or destruction of confidential information. Six lines drafted while both parties are cooperative replace six weeks of email once they are not, and the same list gives an incoming supplier something concrete to plan around.

Accrued rights and the final settlement

Ending a contract does not cancel what was already owed. In McDonald v Dennys Lascelles (1933) the High Court held that when a contract is discharged for breach, both parties are released from further performance, but rights that had already been unconditionally acquired remain enforceable. A clause that says so removes the argument. The sentence preserving accrued rights protects both parties: the supplier keeps its claim for delivered work, and the customer keeps its claim for a breach that happened during the term. Some contracts go further and settle everything on exit, which is a different bargain entirely and should be drafted as a release rather than hidden inside an effect of termination clause. Anyone signing a document that describes the final payment as full and final settlement is giving up claims, and that deserves its own clause and its own decision.

Data, privacy and the exit timetable

Customer data is the item most often left out of an exit plan, and it carries its own legal duty. Where the supplier holds personal information, Australian Privacy Principle 11 requires an entity covered by the Privacy Act 1988 to take reasonable steps to destroy or de identify personal information it no longer needs for a permitted purpose. A consequences clause that sets export first, deletion within 30 days and backup deletion within 90 days gives that duty a timetable both parties can check. The customer should confirm receipt of the export before the deletion clock starts, so a failed export cannot be followed by a lawful deletion of the only copy.

Documents that carry this clause

Employment contractA full time ongoing contract for an operations coordinator on $86,000 plus $10,320 of superannuation. Eleven numbered clauses, a leave table drawn from the National Employment Standards, and a notice table that scales with service.Equipment hire agreement template with the rates in a scheduleA hire agreement is a price list, an insurance decision and a return date, and the argument is always about the day it came back. This one puts the equipment and rates in a schedule, makes the damage waiver a choice with its price, and defines late return in hours so there is nothing to interpret.Service agreement template with scope, service levels and an exitA service agreement template has to say what is supplied, how well, for what fee, who is liable for what, and how either side gets out. This one is filled in for Beacon Systems supporting Harlow Freight's IT for an initial 24 months from 1 October 2026 at $8,400 a month plus GST, with 40 hours included and $220 an hour beyond them. Twelve numbered clauses cover the services, a four level severity table, client duties, fees with a CPI adjustment, confidentiality, privacy, IP, a liability cap, termination and a three step dispute ladder under Victorian law.Referral agreement template with a fee table by productA referral agreement works when it is clear where the referral stops and the advice starts. This one has a real estate agency passing buyers to a mortgage broker for a fee that ranges from $250 to $1,100 by product, attributed for 90 days, paid monthly, and clawed back if the lender claws back first.

Questions people ask