An Investment Advisory Agreement outlines the relationship between an advisor and client, specifying fiduciary duties and compensation. This playbook emphasizes regulatory compliance, performance reporting, and termination triggers.
Why This Matters: Inadequate termination provisions can expose parties to stranded liabilities or lost value. Well-crafted exit rights provide clarity and orderly disengagement.
Negotiation strategy
If you're the Company:
Ensure termination triggers align with business objectives and provide flexibility. Negotiate reasonable notice periods to allow for orderly transition.
If you're the Contractor:
Seek to limit termination triggers to specific, objective events. Advocate for sufficient notice periods to manage operational impacts.
Essential elements
1
Termination Triggers
Conditions for ending the agreement.
2
Notice Periods
Timeframe for termination notice.
3
Post-Termination Obligations
Duties after contract ends.
Action framework
ACCEPT
Propose edits if triggers are too broad or notice periods are insufficient.
EDIT
Reject if termination rights are overly restrictive or one-sided.
ADD
Add language for transition assistance or break fees if absent.
PRO TIP
Always align termination provisions with strategic business goals to minimize risk.
Example clauses
FAVORABLE
Balanced Termination Clause
"Either party may terminate this agreement upon 30 days' written notice if specified triggers occur. Transition assistance will be provided for 60 days post-termination."
NEUTRAL
Standard Termination Clause
"Termination may occur with 30 days' notice, subject to mutual agreement on transition support."
UNFAVORABLE
Restrictive Termination Clause
"Termination is only allowed upon mutual consent, with no specified notice period."
Fallbacks
High-Risk Projects
In high-risk projects, ensure termination clauses allow for quick disengagement to mitigate potential losses.
Long-Term Contracts
For long-term contracts, include periodic review clauses to reassess termination terms and ensure ongoing alignment.
Cross-Border Agreements
Consider jurisdiction-specific legal requirements that may affect termination rights and obligations in cross-border agreements.
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WEEK 3
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