Cure period
A cure period is the time a party gets, after notice of a breach, to fix the problem before the other side can terminate or pursue other remedies.
What it means
A cure period is a grace window built into a contract. When one party breaches, the other usually must send written notice describing the problem, and the breaching party then has a set time to fix it. Only if the breach is not fixed in time can the other side terminate or take the next step.
Common lengths are 10 days for missed payments and 30 days for other breaches. For example, a web developer who misses a delivery milestone might get 15 days after the client’s notice to deliver. If the work arrives on day 12, the breach is cured and the contract continues.
Cure periods protect the party accused of breaching and reduce surprise terminations. They can frustrate the other side when the problem is urgent or cannot be undone, like a leak of confidential information. Better-drafted clauses exclude breaches that cannot be cured, or allow immediate termination for specific serious events.
What to watch for
- Check how long the cure period is and whether payment breaches have a different period from other breaches.
- Find out when the clock starts. Most clauses run from receipt of written notice, so an informal complaint by phone may not start it.
- Look for language that extends the period while the breaching party is “diligently pursuing” a cure, which can make the deadline open-ended.
- See whether some breaches, such as confidentiality breaches, are treated as incurable so the other side can terminate right away.
- Check whether repeated breaches are addressed. Without that, a party can breach, cure, and breach again indefinitely.
Example clause
If a party breaches any material obligation under this Agreement, the non-breaching party shall give written notice of the breach, and the breaching party shall have fifteen (15) days after receipt of that notice to cure it. If the breach is a failure to pay undisputed amounts when due, the cure period shall be ten (10) days.
A breach does not allow termination right away; the other side must first get written notice and 15 days (10 for unpaid bills) to fix it.