Evergreen Clause Contract Fundamentals
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Gain an understanding of important drafting considerations when including evergreen clauses in your contracts.
An important provision in contracts that contemplate ongoing performance by one or both parties is the contract term. In many cases the term provision is given short shrift or even ignored all together, leaving the parties unclear how long performance is to continue and when, if ever, the contract may be terminated. In other cases -- without much consideration - parties agree to auto-renewal or evergreen clauses that automatically extend the contract term absent some action by one of the parties to prevent the renewal. This topic considers the fundamentals of drafting evergreen clauses in contracts. You will obtain an understanding of the legal principles applicable to the term of a contract, including contracts with definite terms, indefinite terms, and contracts with evergreen clauses. You will receive an overview of important drafting considerations when including evergreen clauses and how to ensure that your contract is clear and enforceable. Focused on practical steps, you will be interested in this discussion of evergreen clauses.
AuthorsChristopher Tompkins, Jenner & Block LLP
Contract Law and Time and Term Provisions
• Contracts of Definite and Indefinite Duration
• Exclusivity of Termination Provisions
• Enforceability of Evergreen Clauses
Restrictions on Use of Evergreen Clauses
Drafting Effective Evergreen Contract Clauses
• Clearly Defining Duration and Renewal
• Notice Period Considerations
• Other Considerations
Conclusion and Questions