Cure Period

What is a cure period?

A cure period is the time a party gets to fix a breach after it is told about it. To cure means to fix. If the breach is fixed in time, the contract goes on. If not, the other side may terminate.

Cure periods usually sit in the termination for cause clause and apply to a material breach. Thirty days is common. AWS, Salesforce, HubSpot, Zendesk and Atlassian all use 30 days. Zoom gives itself 30 business days to cure a breach you report, which is about six weeks.

The steps usually run like this:

1. You send written notice that describes the breach, using the method the contract's notices clause requires.
2. The cure period starts when the notice takes effect. In the AWS Customer Agreement it runs 30 days "from receipt of notice."
3. If the breach is not fixed in time, you send notice that you are terminating.

What it looks like in a vendor's terms

A typical clause reads like this:

Either party may terminate this Agreement on written notice if the other party materially breaches it and the breach remains uncured 30 days after the breaching party receives notice of it. Provider may suspend the Services if any amount is more than 10 days past due.

• "on written notice": check whether email counts. The Salesforce Main Services Agreement does not let notices of termination take effect by email; they take effect on personal delivery or the second business day after mailing.
• "30 days after the breaching party receives": the clock starts on receipt, not on sending.
• "may suspend": a separate, faster track for unpaid bills that skips the cure period. See suspension of service.

Check both directions

The time you must give a vendor and the time it gives you are not always the same. In Zoom's terms, you must give Zoom 30 business days to cure. If you fail to comply with any provision, Zoom may "immediately suspend your access to the Services" or terminate effective immediately. If a payment is five calendar days late, Zoom may terminate, suspend or disconnect your services "immediately and without prior notice."

Salesforce may suspend for amounts 30 days or more overdue (10 days for card charges) after at least 10 days' notice, unless a card or direct debit payment was declined. HubSpot may suspend 10 days after a notice of non-payment. Both say they will not suspend while you dispute charges reasonably and in good faith.

When a cure period can be skipped

Courts sometimes excuse the steps. Rules vary by state.

• Breaches that destroy trust. In LJL Transportation v. Pilot Air Freight (2009), the Supreme Court of Pennsylvania held that where a breach goes "to the essence of the contract" and is grave enough to irreparably damage trust, the other side "may terminate the contract without notice, absent explicit contractual provisions to the contrary." Notice there would have been "a useless gesture."
• Imperfect notice. Applying Texas law, a federal appeals court held in 2009 that the doctrine of substantial compliance applies to contractual notice provisions: it excuses deviations that "do not severely impair the purpose of the requirement." That notice gave a supplier ten days to fix defects before the customer repaired them itself: a cure step, not a termination clause.

Why it matters to you

If you terminate before the period runs out or without proper notice, the vendor can argue that your termination was itself a breach. That can turn a fee refund into a bill.

The period is also time your team keeps living with the problem, and data export and deletion after termination windows start only once the contract ends.

What to check

• Length and units: calendar days or business days.
• Start: from sending, from receipt, or from when notice takes effect under the notices clause.
• Method: whether email counts, and the address for legal notices.
• Both directions: whether you get the same time to cure that the vendor gets.
• Fast tracks: suspension or immediate termination for non-payment or policy violations, such as a breach of the acceptable use policy.
• Disputes: whether the vendor promises not to suspend while you dispute a charge in good faith.
• Records: copies of every notice, reply and delivery receipt, with dates.

How Venpo helps

Cure periods and suspension rules sit in terms vendors can change. Venpo watches your vendors' terms of service and other public legal pages and emails you a plain-English alert when one changes, such as a shorter suspension window or a new way to give notice. Each vendor's change history keeps a redline of every version, so you can show which notice and cure rules applied on the day you sent notice.