Restricted termination clause?

[BolshieBastard]

New contract seems to give a very fettered right of termination to my co. The clauses state

The Company (my co) may terminate this Agreement with the prior consent of the Agency if the Company can show that it is unable to provide the Services due to an Event of Force Majeure (as defined in Clause 11.1 below) or if the Company claims in writing that it is unable to provide the Services as a result of the Client failing to provide the Company with adequate facilities, information or support and Intelligent Consulting in its absolute discretion is satisfied that such a claim is justified.

The Agency may terminate this Agreement on written notice to the Company for any reason subject to Notice Period The Agency as set out in Schedule 2 of this Agreement.

The Company (my co) may terminate this Agreement on written notice to the Agency for any reason subject to Notice Period Company as set out in Schedule 2 of this Agreement.

I dont get this, its says my co can only terminate if it can show force majeure then my co can terminate for any reason subject to the relevant notice period!?

Should I be concerned?

Im inclined to say the force majeure para should be totally removed as it makes the clause of being able to terminate 'for any reason' redundant.

Where do I stand getting the contract fully reviewed and clauses changed? I'd normally rush to get this done before starting but was kind of forced into starting quickly. Contract only arrived today too (yes, I know, I know>)

[The Wikir Man]

I would point out to the agency that those two clauses seem to be contradictory, and see what they say.

If you are going to get rid of one of the clauses, I'd lose the second one, but then I believe in not having a notice period helps your IR35 case.

I wouldn't remove the Force Majeure clause, since that tends to be rather important in terms of terminating at short notice if necessary.

[BolshieBastard]

I would point out to the agency that those two clauses seem to be contradictory, and see what they say.

If you are going to get rid of one of the clauses, I'd lose the second one, but then I believe in not having a notice period helps your IR35 case.

I wouldn't remove the Force Majeure clause, since that tends to be rather important in terms of terminating at short notice if necessary.

Thanks for the advice.

[centurian]

I would point out to the agency that those two clauses seem to be contradictory,

Do the clauses contradict though. The force majure clause seems to refer to instant termination, while the second clause refers to issuing notice to cancel.

[The Wikir Man]

Do the clauses contradict though. The force majure clause seems to refer to instant termination, while the second clause refers to issuing notice to cancel.

You're right - didn't read the clauses carefully enough.

I dont get this, its says my co can only terminate if it can show force majeure then my co can terminate for any reason subject to the relevant notice period!?

No, it doesn't. It doesn't say "The Company (my co) may only terminate this Agreement with the prior consent of the Agency...", it says that you may terminate in accordance with the force majeure clause.

So, they don't contradict.

- Agency can terminate in line with the notice period

- Your co can terminate in line with the notice period

- If force majeure clause is applicable, or the client does not provide reasonable resources etc. then you can terminate with the agreement of the agency (presumably on shorter notice than your notice period)

So ignore everything that I said earlier, unless your post missed out the word "only" in the clause where is discusses force majeure.