COVID-19 Disruption Terms

During 2020, we developed terms to address Covid-19: a clause that lets the customer suspend professional services and provides a procedure to restart. It looks like we’re not out of the woods yet (Delta variant, etc.), so those sorts of terms deserve a look.

The clause below goes beyond force majeure by providing procedures for epidemic-related disruptions and by giving the customer a lot of control over the process. It’s a customer-friendly provision, but if you’re on the provider’s side, you can reverse that (switching names, etc.).

Section __, Epidemic Disruption. Customer may suspend Services under any Statement of Work on 2 business days’ written notice in case of Epidemic Disruption (as defined below). Each party’s deadlines and obligations related to performance, receipt, or support of Services will then be delayed by a period equal to the duration of such suspension, provided suspension will not delay Customer’s obligations to make payments already due pursuant to the terms of this Agreement. Customer may end such suspension at any time on 5 business days’ notice, provided Provider may by prompt written notice delay such Services’ restart date by up to 2 weeks if earlier return of staff imposes unreasonable burdens on Provider. If performance pursuant to a Statement of Work is suspended due to Epidemic Disruption for more than 40 business days out of any 90-day period, either party may terminate such Statement of Work for convenience on 10 days’ prior written notice, provided that if Provider issues such termination notice and Customer ends the suspension before the notice period ends, the Statement of Work will not terminate. For the avoidance of doubt: (a) termination pursuant to the preceding sentence does not release Provider from its obligations pursuant to Section __ (Transition Assistance); and (b) nothing in this Section __ limits either party’s rights set forth in Section __ (Force Majeure), including without limitation either party’s right to suspend Services as a result of epidemics. (“Epidemic Disruption” occurs when Customer reasonably concludes (i) that risks related to an epidemic make performance, receipt, or support of Services unreasonably dangerous for either party’s employees or for third parties or (ii) that government shelter-in-place orders or other government measures addressing an epidemic make performance, receipt, or support of Services unduly expensive or otherwise impractical.)

You can learn more about suspension and termination, force majeure, and contract drafting in general through my book, The Tech Contracts Handbook — or by signing up for one of our webinars or for a public or in-house training.


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