This Practice Note considers the different routes by which parties may terminate or exit a corporate joint venture (JV) and the issues they should consider when doing so. Embarking on a joint venture (JV) relationship usually involves considerable planning and effort on the part of the JV parties who have decided to partner together for mutual gain (usually by sharing costs, resources and experience). When entering into a JV, the parties may already have views as to the circumstances leading to, and the timing of, termination of the JV. However, even where the parties have no explicit intentions at the outset as to the circumstances and timing for termination of the JV, consideration should be given to the events that could lead to its termination. The joint venture agreement/shareholders' agreement (JVA) will often set out, at the outset, procedures for termination of the JV and the circumstances in which a JV party can exit the JV. Termination of the JVA is distinct from liquidation of the joint venture company (JVC). Careful consideration should

This Flowchart sets out the procedure for terminating an assured (AT) or assured shorthold tenancy (AST) under section 8 of the Housing Act 1988 (HA 1988), including service of a section 8 notice, issuing proceedings and the stages in the proceedings leading to an order for possession. Where HA 1988 applies, unless a tenant agrees to vacate a property voluntarily, a landlord can only recover possession by following the procedure set out in HA 1988, s 8 (or section 21 where available), obtaining an order for possession and enforcing it. The procedure under HA 1988, s 8 can be used where either the tenant is in default of its obligations under the tenancy (for example failing to pay rent) or the landlord is entitled to possession on one of the other grounds contained in HA 1988, Sch 2. The process differs depending on whether the amendments introduced by the Renters’ Rights Act 2025 (RRA 2025) apply. See Practice Notes: • Terminating assured and assured

This Practice Note explains how assured tenancies (ATs) and assured shorthold tenancies (ASTs) in England can be terminated where the Renters’ Rights Act 2025 (RRA 2025) does not apply: • in the private sector before 1 May 2026 • where the landlord is a private registered provider of social housing (referred to in this Practice Note as social sector landlords) It focuses on the methods that can be used by landlords under sections 8 and 21 of the Housing Act 1988 (HA 1988), including the requirements in respect of serving a notice seeking possession, the court procedure for possession (depending on whether section 8 or section 21 is relied on) and enforcement of the possession order if required. For guidance on ending assured tenancies in the private rented sector from 1 May 2026, see Practice Note: Private sector assured tenancies—terminating. In Wales, ATs and ASTs were replaced with occupation contracts from 1 December 2022, under the Renting Homes (Homes) Wales Act 2016 (RH(W)A 2016). Existing ATs and ASTs became

Termination—contractual and common law rights As commercial lawyers, we are used to being instructed to advise in connection with the formation of a commercial relationship. Even if, like family lawyers drafting pre-nuptial agreements, we anticipate the consequences of the end of the relationship, it is only in more recent economic times that we are being asked more frequently how to break the relationship in the first place. It is important to remember that rights to terminate a contract may arise at common law (for example, in the event of repudiatory breach) and under the express terms of the contract. Where an agreement is silent as to contract termination, in the event of a dispute, the courts will apply common law principles. To avoid uncertainty, parties often include express contractual clauses which provide for the termination of a contract. In general, contractual rights to terminate are in addition to, and not in substitution for, common law rights. Absent express wording to the contrary, the ordinary assumption is that a contractual right to terminate does not preclude termination at common

What are the key issues for lawyers to consider? • Determine whether an Event of Default or Termination Event has occurred as this will determine whether Section 6(a) or Section 6(b) of the ISDA Master Agreement will apply. • If an Event of Default has occurred, check whether or not Automatic Early Termination applies. This will be set out in the Schedule to the ISDA Master Agreement. • If Automatic Early Termination does apply, note that an Early Termination Date in respect of all outstanding

How to terminate a derivative transaction that is governed by an ISDA Master Agreement? If an ISDA contract is going to be terminated, it is important to ensure that the terms of the ISDA Master Agreement that relate to termination are followed to the letter. Any error can lead to the termination not having been effected properly and being invalid. Section 6 (Early Termination) of the ISDA Master Agreement sets out the consequences of an occurrence of an Event of Default or Termination Event as described in Section 5 (Events of Default and Termination Events) of the ISDA Master Agreement. In short, the difference between an Event of Default and Termination Event is that in an Event of Default there is a party that can be blamed, whereas generally in a Termination Event, the event just happened or was outside a party's control. Section 6 also sets out how the close-out netting mechanism operates following the occurrence of an Event of Default or Termination Event. For more information, see

This Practice Note considers ways in which a distribution agreement can be terminated, including rights to terminate a distribution agreement under common law on notice, for breach or termination using the specific termination provisions in the distribution agreement. Guidance is provided on termination for breach of contract and how to give effective notice to terminate a distribution agreement. In addition, this Practice Note considers the types of termination rights that can be included in a written distribution agreement, what happens on termination and whether any ongoing obligations continue after termination including confidentiality undertakings and post-termination restrictions. Distribution agreements, like other commercial relationships, are not intended to last indefinitely. They should be capable of continuing for as long as both parties receive mutual benefit from an arrangement and the arrangement complies with relevant legislation. A fully considered commercial arrangement should anticipate that, when it no longer serves a commercial purpose, it will require termination. The legal mechanism for termination should be a key drafting consideration in any distribution agreement. Supplier considerations A supplier will want to retain

This Checklist outlines some of the key considerations surrounding termination of distribution agreements including issues to consider when drafting a distribution agreement; prior to termination and when effecting the termination of the distribution agreement itself. For a Practice Note addressing these issues, see Practice Note: Terminating distribution agreements. For precedent distribution agreements in a UK-to-UK context, see Precedents: • Distribution agreement—exclusive—long form • Distribution agreement—exclusive—short form • Distribution agreement—non-exclusive—long form • Distribution agreement—non-exclusive—short form • Selective distribution agreement—non-exclusive For precedent distribution agreements in a UK-to-EEA context, see Precedents: • Distribution agreement—exclusive (EEA territory) • Distribution agreement—non-exclusive (EEA territory) • Selective distribution agreement—non-exclusive (EEA territory) For a precedent letter to terminate a distribution agreement, see Precedents: • Termination letter—manufacturer to distributor • Termination letter—distributor to manufacturer For a summary of information to consider when appointing a distributor, see: • Appointing a distributor in the UK—checklist • Appointing a distributor abroad—checklist For information on distribution agreements generally, see Practice Notes: • Nature and types of distributorship • Relationship of distributor and manufacturer • Distributor and third party relationships • Sub-distribution Issue Consideration Considerations

This Practice Note provides an overview of contract expiry and of the different causes of termination and ways to discharge a contract, including their practical and legal consequences. It considers expiry, contractual rights to terminate (including common termination events), termination for breach of contract (including repudiatory breach), rescission, void contracts, discharge by agreement, frustration, force majeure, illegality, insolvency, discharge by other subsequent events (such as merger, alteration or death), and issues to consider in the context of terminating business-to-consumer contracts. A contractual promise may be discharged either in accordance with the agreement (for example, by performing the agreement or on the occurrence of a stipulated event such as the expiry of a fixed term) or against the agreement (for example, termination for breach of contract or rescission for misrepresentation). This Practice Note provides a brief overview of the different ways in which a contract may be brought to an end. The specific Practice Notes referenced in each section should be consulted for more detail. Causes for termination There are several ways in which a contract may be

1 The Employer may terminate the

1 Termination 1.1 This Agreement may be terminated by either party giving a minimum of [enter number] months’ notice in writing to the other party, such notice not to expire prior to the [enter number eg first] anniversary of the date of this Agreement. 1.2 Either party may terminate this Agreement at any time by giving notice in writing to the other party if: 1.2.1 the other party commits a material breach of this Agreement and such breach is not remediable; 1.2.2 the other party commits a material breach of this Agreement which is not remedied within [14] days of receiving written notice of such breach; 1.2.3 the other party has failed to pay any amount due under this Agreement on the due date and such amount remains unpaid within [30] days after the other party has received notification that the payment is overdue; or 1.2.4 any consent, licence or authorisation held by the other party is revoked or modified

This Practice Note provides a brief overview of various contractual provisions dealing with termination of employment and signposts more detailed materials available. There are various ways in which a contract may come to an end. Sometimes its termination will be a dismissal, and the employee will have various statutory rights (such as the right to claim unfair dismissal). Alternatively, the employee may resign, in which case they will not have a dismissal claim unless their resignation was a constructive dismissal. Termination provisions need to be thought about at the outset of employment, not least because the employer and employee may disagree about what is appropriate. There may have been a breakdown in the relationship between the parties by the time the provisions come to be used and each party may see things differently then. Contracts usually provide for termination to happen: • on expiry (without renewal) of a fixed term: the contract may have a specified length and automatically end when the fixed term finishes, unless the parties have agreed to renew it. Sometimes the right of renewal