Contract Performance
Cure Period
Also: Cure Right, Right to Cure, Notice and Cure, Cure Notice Period · Cure Right, Right to Cure, Notice and Cure, Cure Notice Period, Remediation Period
A cure period is a window of time given to a party that has breached a contract to fix the problem before the other party may terminate the agreement or pursue other remedies.
It is typically triggered by a written notice of breach and gives the breaching party a specified number of days to remedy the failure.
Lawyer Explanation
A cure period — also called a notice-and-cure provision — is a contractual mechanism that requires the non-breaching party to give written notice of a breach and allow the breaching party a specified period to remedy the failure before termination rights arise.
Cure periods are a common feature of commercial agreements and serve to prevent termination based on breaches that could be remedied with reasonable effort. They also create a clear procedural record before a party exercises termination rights.
The scope of the cure right — including which breaches are subject to cure, the length of the cure period, and whether extensions are available — varies significantly by contract.
What It Actually Does
A cure period answers: "If the other party fails to perform, do I have to give them a chance to fix it before I can terminate the contract?" For example, a SaaS agreement may require the customer to give the vendor 30 days' written notice of a service failure before the customer may terminate the agreement. During that 30-day period, the vendor has the opportunity to resolve the issue and avoid termination.
Why It Matters
Cure periods protect both parties. The breaching party gets an opportunity to remedy a failure before facing termination. The non-breaching party gets a clear procedural path to termination if the breach is not cured.
Without a cure period, a party that terminates a contract based on a breach may face a dispute about whether the termination was justified. A properly followed notice-and-cure process creates a clear record.
The cure period should be read alongside termination-for-cause provisions, material breach definitions, and any carve-outs for breaches that are not subject to cure.
Example
A vendor fails to meet a service level commitment under a master services agreement. The agreement requires the customer to provide 30 days' written notice of the failure and give the vendor an opportunity to cure before the customer may terminate.
The customer sends a cure notice. The vendor fails to resolve the issue within 30 days. The customer may now terminate the agreement based on the uncured breach.
Common Language You May See
"In the event of a material breach of this Agreement, the non-breaching party shall provide written notice of the breach to the breaching party. The breaching party shall have thirty (30) days from receipt of such notice to cure the breach. If the breach is not cured within such period, the non-breaching party may terminate this Agreement."
What Stewart Law Looks For
- Does the contract include a cure period before termination rights arise?
- How long is the cure period?
- What notice is required to trigger the cure period?
- Are there any breaches excluded from the cure right?
- Can the cure period be extended if the breach cannot be cured within the original period?
- Does the cure period apply to payment failures as well as performance failures?
- Does providing a cure notice waive any rights?
- How does the cure period interact with the definition of material breach?
- Are there any circumstances where termination may occur without a cure period?
- Does the cure period apply to both parties equally?
Common Red Flags
A cure period provision deserves closer attention when it:
- provides no cure right at all, allowing immediate termination for any breach
- excludes payment failures from the cure right without a clear reason
- provides a very short cure period that may not be sufficient to remedy complex failures
- fails to address whether the cure period may be extended for breaches that cannot be remedied quickly
- is silent on the notice requirements needed to trigger the cure period
- allows one party to terminate without a cure period while requiring the other party to provide one
Perspectives
Customer / Buyer
The party receiving performance will generally want a reasonable cure period that gives the breaching party a fair opportunity to remedy failures, while preserving the right to terminate promptly if the breach is not cured.
Vendor / Seller
The party performing under the contract will generally want a meaningful cure period for all types of breaches, the ability to extend the period for complex failures, and clear notice requirements that must be followed before termination rights arise.
Florida & Federal Considerations
Florida
Florida courts generally enforce cure period provisions according to their terms. A party that terminates a contract without following the required notice-and-cure procedure may face a claim that the termination itself was a breach of contract.
Related Terms
Contracts Where You'll Commonly See It
Frequently Asked Questions
Is a cure period required in every contract?
No. A cure period is a contractual right, not an automatic legal requirement. Whether a breaching party has the right to cure depends on the contract language.
What happens if the breaching party does not cure within the cure period?
If the breach is not cured within the specified period, the non-breaching party typically has the right to terminate the contract and pursue available remedies.
Can a cure period be extended?
Many contracts allow the cure period to be extended if the breach cannot reasonably be cured within the original period and the breaching party is diligently working to cure. Whether an extension is available depends on the contract language.
Does a cure period apply to all types of breaches?
Not necessarily. Some contracts exclude certain types of breaches from the cure right — such as payment failures, confidentiality breaches, or repeated breaches. The scope of the cure right depends on the contract.
Does providing a cure period waive the right to damages?
Generally no. Allowing the breaching party to cure does not necessarily waive the non-breaching party's right to seek damages for losses caused by the breach during the cure period.
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Contract language operates as part of the agreement as a whole.
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