Rescission rights clause: Copy, customize, and use instantly
Introduction
A rescission rights clause provides a party with the ability to cancel or rescind an agreement under specific circumstances, typically in cases of misrepresentation, fraud, mutual mistake, or non-performance. This clause ensures fairness by outlining the conditions, process, and implications of rescinding the agreement.
Below are templates for rescission rights clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Rescission for misrepresentation clause
This variation allows rescission in cases of misrepresentation.
Either party shall have the right to rescind this Agreement if it is determined that material misrepresentation or false information was provided by the other party during the negotiation or execution of this Agreement. Rescission must be initiated within [specific timeframe] from the discovery of the misrepresentation.
Rescission for breach of contract clause
This variation applies when rescission is tied to a breach of terms.
Either party may rescind this Agreement if the other party commits a material breach of its obligations under this Agreement and fails to remedy such breach within [specific timeframe] following written notice of the breach. Rescission shall be effective upon written confirmation by the rescinding party.
Rescission for mutual mistake clause
This variation allows rescission in cases of mutual mistake.
This Agreement may be rescinded by either party if it is discovered that a mutual mistake of fact occurred at the time of execution, and such mistake materially affects the terms or intent of this Agreement. Rescission must be initiated within [specific timeframe] of discovering the mistake.
Rescission for fraud clause
This variation applies when fraud is the basis for rescission.
A party may rescind this Agreement if it is proven that the other party engaged in fraudulent actions or omissions that induced the rescinding party to enter into this Agreement. The rescinding party must provide written notice within [specific timeframe] of discovering the fraud.
Rescission upon regulatory non-compliance clause
This variation allows rescission if the agreement violates laws or regulations.
Either party may rescind this Agreement if it is determined that the terms of the Agreement are not in compliance with applicable laws or regulations. Rescission must be initiated within [specific timeframe] of such determination, and all payments made shall be returned to the respective parties.
Rescission for non-performance clause
This variation applies when one party fails to perform its obligations.
If either party fails to perform its material obligations under this Agreement within the specified deadlines, the non-breaching party shall have the right to rescind this Agreement. Written notice of rescission must be provided within [specific timeframe] of the non-performance.
Rescission for undue influence or duress clause
This variation allows rescission if the agreement was executed under undue influence or duress.
A party may rescind this Agreement if it is established that the Agreement was executed under undue influence or duress. Rescission must be initiated within [specific timeframe] of discovering the undue influence or duress and must be supported by appropriate evidence.
Rescission upon adverse regulatory decision clause
This variation applies when a regulatory authority’s decision affects the agreement.
Either party may rescind this Agreement if a regulatory authority issues a ruling or decision that materially impacts the enforceability or legality of this Agreement. Rescission shall be effective upon written notice from the affected party.
Rescission for failure of conditions precedent clause
This variation applies when conditions precedent are not met.
If any conditions precedent to the obligations of either party under this Agreement are not satisfied or waived by [specific date], the affected party shall have the right to rescind this Agreement. Rescission must be initiated in writing within [specific timeframe] of the failure.
Rescission for unilateral mistake clause
This variation applies when one party makes a significant mistake.
A party may rescind this Agreement if it is determined that a unilateral mistake of fact or law was made at the time of execution, provided that the mistake materially affects the terms of the Agreement and the rescinding party acted without negligence. Rescission must be initiated within [specific timeframe] of discovering the mistake.
Rescission for impossibility of performance clause
This variation allows rescission if performance becomes impossible.
Either party may rescind this Agreement if it becomes impossible for one or both parties to perform their obligations due to events beyond their control, such as natural disasters, government actions, or other unforeseen circumstances. Rescission must be initiated within [specific timeframe] of the event.
Rescission for failure to disclose material facts clause
This variation applies when a party fails to disclose critical information.
A party may rescind this Agreement if it is discovered that the other party failed to disclose material facts that would have influenced the decision to enter into this Agreement. Rescission must be initiated within [specific timeframe] of discovering the non-disclosure.
Rescission upon rejection of terms clause
This variation allows rescission if one party rejects key terms.
This Agreement may be rescinded by either party if the other party refuses to accept or comply with essential terms agreed upon during negotiation. Written notice of rescission must be provided within [specific timeframe] of such rejection.
Rescission for repudiation clause
This variation applies when a party repudiates the agreement.
A party may rescind this Agreement if the other party explicitly refuses to fulfill its obligations under the Agreement prior to performance. Rescission must be initiated within [specific timeframe] of the repudiation.
Rescission for failure to deliver consideration clause
This variation applies when agreed consideration is not delivered.
Either party may rescind this Agreement if the other party fails to deliver the promised consideration as outlined in the Agreement. Rescission must be initiated within [specific timeframe] of the failure to deliver.
Rescission upon withdrawal of regulatory approval clause
This variation applies when regulatory approval is revoked.
Either party may rescind this Agreement if regulatory approval required for the Agreement’s enforcement is withdrawn or revoked. Rescission shall take effect upon written notice from the affected party within [specific timeframe] of the withdrawal.
Rescission for violation of public policy clause
This variation allows rescission if the agreement violates public policy.
This Agreement may be rescinded by either party if it is determined that the terms or purpose of the Agreement violate public policy or ethical standards. Rescission must be initiated within [specific timeframe] of such determination.
Rescission for force majeure clause
This variation applies to rescission due to force majeure events.
Either party may rescind this Agreement if a force majeure event prevents the performance of material obligations for a continuous period of [specific timeframe]. Written notice of rescission must be provided by the affected party within [specific timeframe] of the event.
Rescission for material adverse change clause
This variation applies when a material adverse change impacts the agreement.
A party may rescind this Agreement if a material adverse change occurs in the financial condition, operations, or circumstances of the other party, rendering the Agreement untenable. Rescission must be initiated within [specific timeframe] of discovering the change.
Rescission for failure to obtain necessary consents clause
This variation allows rescission if required consents are not obtained.
Either party may rescind this Agreement if any necessary third-party consents, approvals, or authorizations required to perform the Agreement are not obtained by [specific date]. Rescission shall be effective upon written notice from the affected party.
Rescission for failure to meet quality standards clause
This variation applies when products or services fail to meet agreed quality standards.
Either party may rescind this Agreement if the goods or services provided fail to meet the quality standards or specifications outlined in the Agreement. Rescission must be initiated within [specific timeframe] of identifying the deficiency.
Rescission for anticipatory breach clause
This variation applies when a party anticipates a breach of the agreement.
A party may rescind this Agreement if the other party provides clear and unequivocal notice of their intention not to perform their obligations. Rescission must be initiated within [specific timeframe] of receiving such notice.
Rescission for unauthorized assignment clause
This variation applies when a party assigns the agreement without consent.
Either party may rescind this Agreement if the other party assigns their rights or obligations under the Agreement without prior written consent, as required by the terms of the Agreement. Rescission must be initiated within [specific timeframe] of discovering the unauthorized assignment.
Rescission for non-fulfillment of conditions subsequent clause
This variation applies when conditions subsequent are not fulfilled.
A party may rescind this Agreement if any conditions subsequent required for the continuation of the Agreement are not fulfilled within [specific timeframe]. Written notice of rescission must be provided by the affected party.
Rescission for mutual agreement clause
This variation applies when both parties agree to rescind the agreement.
This Agreement may be rescinded upon mutual written consent of both parties. Upon rescission, all obligations and liabilities under the Agreement shall cease, except as otherwise agreed in writing.
Rescission for illegality clause
This variation applies when the agreement becomes illegal to perform.
Either party may rescind this Agreement if changes in law or regulation render the performance of the Agreement illegal. Rescission shall be effective upon written notice provided within [specific timeframe] of such determination.
Rescission for lack of consideration clause
This variation applies when no valid consideration exists.
A party may rescind this Agreement if it is determined that valid consideration was not provided as required under the terms of the Agreement. Rescission must be initiated within [specific timeframe] of discovering the lack of consideration.
Rescission for failure to obtain insurance clause
This variation applies when a required insurance policy is not secured.
Either party may rescind this Agreement if the other party fails to obtain and maintain the required insurance coverage as specified in the Agreement. Written notice of rescission must be provided within [specific timeframe] of such failure.
Rescission for material deviation clause
This variation applies when there is a significant deviation from agreed terms.
A party may rescind this Agreement if the other party deviates materially from the terms and conditions agreed upon in the Agreement. Rescission must be initiated within [specific timeframe] of identifying the deviation.
Rescission for conflict of interest clause
This variation applies when a conflict of interest is identified.
Either party may rescind this Agreement if a material conflict of interest arises that compromises the integrity or intent of the Agreement. Written notice of rescission must be provided within [specific timeframe] of discovering the conflict.
Rescission for delayed performance clause
This variation applies when performance is delayed beyond agreed timelines.
Either party may rescind this Agreement if the other party fails to perform their obligations within the agreed timeframe and does not remedy the delay within [specific timeframe] after written notice. Rescission shall take effect upon delivery of written notice by the non-breaching party.
Rescission for non-compliance with regulatory approvals clause
This variation applies when a party fails to comply with required regulatory approvals.
A party may rescind this Agreement if the other party fails to secure or comply with necessary regulatory approvals required for the performance of this Agreement. Rescission must be initiated within [specific timeframe] of discovering the non-compliance.
Rescission for failure to deliver assets clause
This variation applies when agreed assets are not delivered.
Either party may rescind this Agreement if the other party fails to deliver the assets outlined in the Agreement by the agreed delivery date. Rescission must be initiated within [specific timeframe] of the missed delivery.
Rescission for non-payment clause
This variation applies when one party fails to make a payment.
A party may rescind this Agreement if the other party fails to make the required payment(s) within [specific timeframe] of the due date. Rescission shall be effective upon written notice from the non-breaching party.
Rescission for non-compliance with confidentiality obligations clause
This variation applies when confidentiality terms are breached.
Either party may rescind this Agreement if the other party breaches the confidentiality obligations outlined in the Agreement. Rescission must be initiated within [specific timeframe] of discovering the breach.
Rescission for unethical behavior clause
This variation applies when a party engages in unethical conduct.
A party may rescind this Agreement if the other party engages in unethical or illegal behavior that undermines the purpose of the Agreement. Written notice of rescission must be provided within [specific timeframe] of identifying the behavior.
Rescission for failure to maintain licenses clause
This variation applies when a party fails to maintain required licenses.
Either party may rescind this Agreement if the other party fails to obtain or maintain any licenses required for the performance of this Agreement. Rescission must be initiated within [specific timeframe] of such failure.
Rescission for unapproved amendments clause
This variation applies when unapproved amendments are made to the agreement.
A party may rescind this Agreement if the other party unilaterally amends the terms of the Agreement without prior written consent. Rescission must be initiated within [specific timeframe] of discovering the unapproved amendment.
Rescission for breach of warranties clause
This variation applies when a party breaches their warranties.
Either party may rescind this Agreement if the other party breaches any warranties provided under the Agreement. Written notice of rescission must be delivered within [specific timeframe] of identifying the breach.
Rescission for misappropriation of funds clause
This variation applies when funds are misused by one party.
A party may rescind this Agreement if it is discovered that the other party has misappropriated funds intended for the purpose of fulfilling the Agreement. Rescission must be initiated within [specific timeframe] of discovering the misappropriation.
Rescission for material misalignment of goals clause
This variation applies when the parties’ objectives are found to be incompatible.
Either party may rescind this Agreement if it becomes evident that the goals and objectives of the parties are materially misaligned, rendering the Agreement impractical. Rescission must be initiated within [specific timeframe] of such determination.
Rescission for invalid contract formation clause
This variation applies when the agreement was improperly formed.
A party may rescind this Agreement if it is determined that the contract was formed under invalid or unenforceable conditions, such as lack of capacity or failure to meet legal formalities. Rescission must be initiated within [specific timeframe] of such discovery.
Rescission for failure to comply with safety standards clause
This variation applies when safety standards are not met.
Either party may rescind this Agreement if the other party fails to comply with agreed safety standards or regulations critical to the performance of the Agreement. Rescission must be initiated within [specific timeframe] of identifying the non-compliance.
Rescission for non-compliance with ethical guidelines clause
This variation applies when ethical guidelines are violated.
A party may rescind this Agreement if the other party violates ethical guidelines or codes of conduct relevant to the performance of this Agreement. Written notice of rescission must be provided within [specific timeframe] of discovering the violation.
Rescission for financial insolvency clause
This variation applies when one party becomes insolvent.
Either party may rescind this Agreement if the other party becomes insolvent, files for bankruptcy, or is otherwise unable to meet its financial obligations. Rescission must be initiated within [specific timeframe] of discovering the insolvency.
Rescission for discovery of pre-existing defects clause
This variation applies when pre-existing defects are found after the agreement is executed.
Either party may rescind this Agreement if it is discovered that pre-existing defects materially impact the subject matter of the Agreement and were not disclosed at the time of execution. Rescission must be initiated within [specific timeframe] of discovering the defects.
Rescission for violation of anti-bribery laws clause
This variation applies when a party violates anti-bribery or anti-corruption laws.
A party may rescind this Agreement if the other party is found to have violated anti-bribery or anti-corruption laws in connection with this Agreement. Rescission must be initiated within [specific timeframe] of discovering the violation.
Rescission for misclassification of terms clause
This variation applies when contractual terms are materially misclassified.
Either party may rescind this Agreement if it is determined that key terms have been misclassified in a manner that materially affects the obligations or rights of either party. Rescission must be initiated within [specific timeframe] of discovering the misclassification.
Rescission for failure to meet delivery milestones clause
This variation applies when delivery timelines are not met.
A party may rescind this Agreement if the other party fails to meet critical delivery milestones specified in the Agreement and does not remedy the delay within [specific timeframe]. Rescission shall be effective upon written notice.
Rescission for conflict with third-party agreements clause
This variation applies when the agreement conflicts with a third-party contract.
Either party may rescind this Agreement if it is determined that its terms conflict with an existing third-party agreement to which the affected party is bound. Rescission must be initiated within [specific timeframe] of identifying the conflict.
Rescission for failure to meet financial thresholds clause
This variation applies when financial performance metrics are not achieved.
A party may rescind this Agreement if the other party fails to meet agreed financial performance thresholds outlined in the Agreement. Written notice of rescission must be provided within [specific timeframe] of such failure.
Rescission for breach of exclusivity clause
This variation applies when a party breaches exclusivity terms.
Either party may rescind this Agreement if the other party violates the exclusivity provisions outlined herein by engaging in competing or conflicting agreements. Rescission must be initiated within [specific timeframe] of discovering the breach.
Rescission for unauthorized disclosure of information clause
This variation applies when a party discloses protected information without authorization.
A party may rescind this Agreement if the other party discloses confidential or proprietary information in violation of the terms of this Agreement. Rescission must be initiated within [specific timeframe] of discovering the unauthorized disclosure.
Rescission for breach of ethical sourcing requirements clause
This variation applies when sourcing requirements are not met.
Either party may rescind this Agreement if it is discovered that the other party has failed to adhere to ethical sourcing requirements as specified in this Agreement. Rescission must be initiated within [specific timeframe] of identifying the breach.
Rescission for environmental compliance violations clause
This variation applies when a party fails to comply with environmental regulations.
A party may rescind this Agreement if the other party violates environmental compliance requirements that materially affect the execution or purpose of the Agreement. Rescission must be initiated within [specific timeframe] of discovering the violation.
Rescission for invalid representations and warranties clause
This variation applies when representations and warranties are proven false.
Either party may rescind this Agreement if any representations or warranties provided by the other party are determined to be false or invalid. Rescission must be initiated within [specific timeframe] of discovering the misrepresentation.
Rescission for failure to achieve operational readiness clause
This variation applies when operational readiness criteria are not met.
A party may rescind this Agreement if the other party fails to achieve operational readiness as outlined in the Agreement by the agreed deadline. Rescission must be initiated within [specific timeframe] of identifying the failure.
Rescission for discovery of fraudulent inducement clause
This variation applies when fraud is used to induce agreement.
Either party may rescind this Agreement if it is discovered that fraudulent inducement was used to secure the consent of the rescinding party. Rescission must be initiated within [specific timeframe] of uncovering the fraud.
Rescission for failure to complete due diligence clause
This variation applies when a party does not complete required due diligence.
A party may rescind this Agreement if the other party fails to complete due diligence requirements specified in the Agreement. Written notice of rescission must be provided within [specific timeframe] of such failure.
Rescission for violation of intellectual property rights clause
This variation applies when a party violates IP rights.
Either party may rescind this Agreement if the other party infringes upon intellectual property rights protected under the terms of this Agreement. Rescission must be initiated within [specific timeframe] of identifying the infringement.
Rescission for failure to comply with data protection laws clause
This variation applies when a party violates data protection regulations.
Either party may rescind this Agreement if the other party fails to comply with applicable data protection laws or regulations, resulting in material harm to the rescinding party. Rescission must be initiated within [specific timeframe] of discovering the non-compliance.
Rescission for misrepresentation of financial condition clause
This variation applies when a party misrepresents its financial status.
A party may rescind this Agreement if it is determined that the other party misrepresented its financial condition during negotiations or execution of the Agreement. Rescission must be initiated within [specific timeframe] of discovering the misrepresentation.
Rescission for failure to deliver intellectual property rights clause
This variation applies when agreed intellectual property rights are not transferred.
Either party may rescind this Agreement if the other party fails to transfer intellectual property rights as stipulated in the Agreement. Written notice of rescission must be provided within [specific timeframe] of the failure.
Rescission for discovery of prior undisclosed liabilities clause
This variation applies when previously hidden liabilities are discovered.
A party may rescind this Agreement if it is discovered that the other party has undisclosed liabilities that materially affect the terms or execution of the Agreement. Rescission must be initiated within [specific timeframe] of uncovering the liabilities.
Rescission for failure to meet service level agreements clause
This variation applies when agreed service levels are not achieved.
Either party may rescind this Agreement if the other party fails to meet the service level agreements outlined in this Agreement and does not rectify the failure within [specific timeframe]. Rescission shall be effective upon written notice.
Rescission for breach of good faith obligations clause
This variation applies when a party acts in bad faith.
A party may rescind this Agreement if the other party breaches its obligation to act in good faith, as required under the terms of the Agreement. Written notice of rescission must be provided within [specific timeframe] of identifying the breach.
Rescission for discovery of conflict with public interest clause
This variation applies when the agreement conflicts with public interest.
Either party may rescind this Agreement if it is determined that the Agreement conflicts with public interest or social responsibility standards. Rescission must be initiated within [specific timeframe] of such determination.
Rescission for unauthorized subcontracting clause
This variation applies when a party subcontracts without approval.
A party may rescind this Agreement if the other party engages in unauthorized subcontracting in violation of the terms of this Agreement. Written notice of rescission must be provided within [specific timeframe] of discovering the violation.
Rescission for failure to meet ethical compliance clause
This variation applies when ethical compliance requirements are violated.
Either party may rescind this Agreement if the other party fails to meet the ethical compliance requirements stipulated in this Agreement. Rescission must be initiated within [specific timeframe] of identifying the failure.
Rescission for failure to resolve disputes in good faith clause
This variation applies when disputes are not resolved per agreed terms.
A party may rescind this Agreement if the other party fails to engage in good faith efforts to resolve disputes through the mechanisms outlined in the Agreement. Rescission must be initiated within [specific timeframe] of the failed resolution efforts.
Rescission for unauthorized use of proprietary technology clause
This variation applies when proprietary technology is misused.
Either party may rescind this Agreement if the other party uses proprietary technology in an unauthorized manner that violates the terms of this Agreement. Written notice of rescission must be provided within [specific timeframe] of discovering the misuse.
Rescission for material changes to market conditions clause
This variation applies when market conditions change significantly.
A party may rescind this Agreement if material changes to market conditions occur, rendering the Agreement impracticable or unfair. Rescission must be initiated within [specific timeframe] of identifying the change.
Rescission for failure to meet risk mitigation requirements clause
This variation applies when risk mitigation steps are not taken.
Either party may rescind this Agreement if the other party fails to implement the agreed risk mitigation measures outlined in the Agreement. Rescission must be initiated within [specific timeframe] of discovering the failure.
Rescission for breach of dispute resolution exclusivity clause
This variation applies when parties fail to follow exclusive dispute resolution processes.
A party may rescind this Agreement if the other party violates the exclusivity of the agreed dispute resolution process by pursuing alternative remedies without authorization. Written notice of rescission must be provided within [specific timeframe] of identifying the breach.
Rescission for failure to comply with environmental impact assessments clause
This variation applies when environmental assessments are not adhered to.
Either party may rescind this Agreement if the other party fails to adhere to environmental impact assessment requirements specified in the Agreement. Rescission must be initiated within [specific timeframe] of identifying the non-compliance.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.