Termination Clause Review

Review a contract's termination provisions for completeness against a fixed taxonomy, not just readability. A capable model can read a termination clause and summarize it, but by default it describes what is present and stays quiet about what is absent — so a clause that never mentions survival, cure, or wind-down reads as fine. This skill makes the review systematic: walk every branch of the taxonomy, mark each one present or missing, and flag the gaps explicitly.

When to activate

Activate when the request supplies a termination clause or section and asks you to review, redline, or check it — "review this termination provision", "what's missing from this termination clause", "does this cover everything before we sign".

Do not activate to extract clauses into a schema (that is a data-extraction task), to draft a fresh clause from nothing, or to review a different clause type (indemnification, auto-renewal, limitation of liability, pricing).

The six branches

Check the clause against all six. For each, state present (with the specific terms) or missing / not addressed, then collect the gaps.

1. Grounds for termination. Two distinct rights should be considered:

• For convenience — a party may terminate without cause, on notice, for any or no reason.
• For cause — a party may terminate on the other's material breach or default (and often on insolvency/bankruptcy).

A clause that provides only one is incomplete: flag the missing right (e.g. cause-only with no convenience exit, or convenience-only with no breach remedy).

1. Cure period. For-cause termination should normally give the breaching party written notice and a defined window to cure before termination takes effect. Flag for-cause termination that is effective immediately with no opportunity to cure — unless the trigger is one where immediate termination is intended (insolvency, an incurable breach expressly named).

1. Notice mechanics. How a termination notice must be given: in writing, the delivery method, the recipient/address, the length of the notice period, and when notice is deemed effective/received. Flag a missing notice period (no number of days) or an unspecified delivery method.

1. Survival. Which rights and obligations continue after termination — typically confidentiality, accrued payment obligations, indemnities, limitation of liability, dispute resolution, and IP ownership. Flag the absence of any survival clause; a termination section with no survival provision is a common and material gap.

1. Termination fees / financial consequences. What money moves on termination — an early-termination fee, a refund (or forfeiture) of prepaid or unused amounts, acceleration of amounts owed, or reimbursement of wind-down costs. Flag silence where it matters, e.g. a prepaid annual term with no stated treatment of the unused portion.

1. Transition / wind-down assistance. Post-termination duties: return or deletion of data, materials, and confidential information; migration or transition services; and any obligation to keep providing the service during a wind-down window. Flag the absence of any return/deletion or transition obligation, especially in service and SaaS agreements.

How to report

Do not narrate the clause. Produce a branch-by-branch checklist: each of the six branches marked present (with the terms found) or missing, followed by a short, prioritized list of the gaps to flag. If every branch is addressed, say so plainly — "no missing termination provisions" — rather than padding.

A branch counts as addressed only if the clause actually governs it. Silence is not coverage: if the clause never mentions data return, transition assistance is missing even though nothing in the clause is wrong.

For the full per-branch sub-checklist (every item a reviewer drills into within a branch), see references/termination-checklist.md.