契約書の解説

Clause 1: Either party may terminate for convenience with 60 days’ written notice

What it means:
You or the other party may end the agreement for any reason—or no specific reason—by giving written notice at least 60 days before termination takes effect.

Your obligations:

• Provide written notice if you want to terminate.
• Continue complying with the agreement during the 60-day notice period.

Their obligations:

• Provide written notice if they want to terminate.
• Continue complying with the agreement during the 60-day notice period.

Red flags or unusual terms:

• 60-day notice period: This may be lengthy if you need to exit quickly.
• “Written notice” is not defined here: Check the agreement’s notice clause to confirm whether email is sufficient and where notice must be sent.
• No immediate convenience termination: The agreement remains active until the 60-day period expires unless another clause permits earlier termination.

Clause 2: The Client must pay fees accrued through the termination date

What it means:
When the agreement ends, the Client must pay all amounts earned or incurred up to the effective termination date.

Your obligations:

• If you are the Client, pay all fees accrued through the termination date.
• If you are the Provider, accurately calculate and invoice those fees.

Their obligations:

• If they are the Client, they must pay the accrued fees.
• If they are the Provider, they should provide an accurate final invoice.

Red flags or unusual terms:

• “Accrued” is potentially unclear: It may include completed work, time spent, expenses, recurring fees, or committed costs. The agreement should define what counts as accrued.
• No payment deadline stated here: Check whether another clause specifies when the final payment is due.
• No express refund provision: The clause does not say whether prepaid but unearned fees must be refunded.

Clause 3: The Provider must del