Defacto Termination Clause Samples
A Defacto Termination clause defines the circumstances under which a contract is considered effectively terminated, even if no formal notice of termination has been given. This clause typically applies when one party's actions—such as abandoning performance, ceasing communication, or otherwise making it impossible to fulfill contractual obligations—demonstrate an intent not to continue with the agreement. Its core function is to provide clarity and legal certainty by recognizing that a contract can end through conduct, not just formal procedures, thereby protecting parties from being indefinitely bound to non-performing agreements.
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Defacto Termination. Opexa shall be deemed to have terminated Employee without Cause, unless consented to by Employee, upon: (i) any unilateral reduction of Employee’s salary or target or minimum bonus arrangement; (ii) any material reduction in other benefits available to Employee as provided for in Section 5 not generally applicable to all employees;
Defacto Termination. Opexa shall be deemed to have terminated Employee without Cause upon: (i) Opexa requiring Employee to move her principal place of residence from the Houston, Texas metropolitan area or to perform regular duties that could reasonably be expected to require either such move against her wish or to spend amounts of time each week outside of the Houston, Texas area which are unreasonable in relation to the duties and responsibilities of the Employee hereunder; (ii) any reduction in Employee’s duties or titles as set forth in Section 2 above; or (iii) any reduction in Employee’s salary as set forth in Section 4.