Contracts

Termination for Convenience

Also known as: T for C, No-Fault Termination

The owner's right to end a contract without cause, paying the contractor for work completed plus a defined termination fee.

Termination for convenience allows the owner to end the contract without alleging any breach, for any reason or no reason. The owner exercises this right by sending a written notice; no cure period is required because no default is asserted. In return, the owner must pay the contractor for: all work completed through the termination date, demobilization costs, restocking fees on canceled material orders, and a defined termination fee or lost profit on unbuilt work (the specific compensation formula is in the contract).

Federal contracts always include termination for convenience under FAR. Most modern private contracts include it as well. The clause protects the owner against being locked into a project that becomes financially unworkable, that loses regulatory approval, or that the owner simply changes its mind on. The contractor should always confirm the convenience-termination compensation formula before signing; some contracts provide reasonable lost-profit recovery, others limit recovery to actual costs incurred (which can be inadequate if the project terminates early in execution).

Frequently asked questions

What is the difference between termination for cause and for convenience?+

Cause termination requires alleging and proving material breach by the terminated party; the terminating party pays nothing extra. Convenience termination requires no breach allegation but compensates the terminated party for completed work, demobilization, and a defined termination fee or lost profit on unbuilt scope.

What does the contractor get on termination for convenience?+

Payment for all work completed through termination date, demobilization costs, restocking fees on canceled material orders, and a contract-defined termination fee or lost profit on the unbuilt scope. The specific formula is in the contract; verify it before signing.

Can a contractor refuse termination for convenience?+

Generally no, if the contract grants the owner that right. The contractor must demobilize and submit a termination claim per the contract procedure. The remedy is to ensure the contract's convenience-termination compensation formula is fair before signing.

Related terms