Either Party, Contractor Shall Be Excused From Further Performance Under This Contract And Owner
Use a Either Party, Contractor Shall Be Excused From Further Performance Under This Contract And Owner template to make your document workflow more streamlined.
What this contract clause means
This clause states that either party may be excused from further performance under the contract when the agreed legal or contractual conditions occur, while identifying the owner as a contracting party. It does not itself establish a universal excuse, deadline, or automatic termination right. Its effect depends on the surrounding agreement, governing state law, triggering event, notice requirements, and any limits on force majeure or impossibility. Before signing, compare the clause with the contract’s termination, notice, damages, and dispute-resolution provisions. ESIGN and UETA may support electronic execution of the agreement, subject to applicable exceptions.
Who uses this contract clause
Owners and contractors
Businesses and contractors can use the clause in service agreements, construction contracts, vendor arrangements, and other documents where the parties define when future performance may stop. The owner and contractor should confirm notice, payment, work product, and dispute provisions before signing.
Legal and operations
Legal and procurement teams can place the clause in a controlled template, assign the owner and contractor as signers, and preserve the completed agreement. Human resources or healthcare teams should use it only when the underlying contract and applicable compliance rules support the arrangement.
Business types that use this clause
The clause is most useful when an owner and contractor need a documented agreement defining when future performance may be excused.
A regional construction contractor can use the clause in owner agreements, send the exact contract from a controlled template, and preserve signed copies for project records and later notice analysis. A commercial property owner can assign the contractor and owner representatives as signers, collect signatures remotely, and retain the completed agreement with its audit trail before work begins. An enterprise procurement team can manage approved templates, delegated sending, and role-based access for contracts containing this clause across multiple business units without changing the underlying excuse language.
These tasks are executed by both individual contributors and centralized administrators depending on organizational policy and required controls.
How to complete this agreement
Use signNow to prepare the exact clause, assign the owner and contractor, collect signatures, and preserve the completed contract with its audit trail.
Upload agreement:
Upload the agreement containing the clause. Add fields:
Let signNow detect fillable areas, then place owner and contractor fields. Check clause:
Review the excuse conditions and notice language before sending. Send request:
Send the agreement for electronic signatures. Store records:
Download the completed agreement and audit trail.
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Recommended signing setup
Configure the agreement so the owner and other party can identify the clause, demonstrate intent, and preserve evidence of the completed contract.
| Setting | Recommendation |
|---|---|
| Authentication method | Email verification with SMS OTP |
| Signature type | Electronic signature with recorded intent |
| Audit trail | Enable timestamped document history |
| Document retention | Retain through the contract limitation period |
| Encryption | Use TLS 1.2/1.3 and AES-256 |
What the audit trail records
The signNow audit trail helps connect the owner’s and contractor’s actions to the exact agreement and signing sequence.
Authenticate signer:
Capture timestamps:
Track document history:
Seal completion:
Log signer actions:
Export evidence:
Contract completion and archival stages
Use these four stages to document the clause, obtain consent, and preserve the signed agreement.
Prepare contract clause
Deliver to signers
Review and sign
Archive completed agreement
Record-keeping practices for this clause
Retain the signed agreement as an evidentiary record, with the audit trail and notices that explain any claimed excuse from performance.
Preserve the complete signed record
Choose retention from the contract
Export the audit trail
Secure the executed agreement
Legal standing and evidence
For a U.S. business agreement, an electronic signature may be admissible under ESIGN, 15 U.S.C. ch. 96, and UETA when the signer demonstrates intent, consents, can be identified, and the record remains accessible and reproducible. Those laws exclude wills, codicils, testamentary trusts, certain court orders, family-law decrees, and other listed notices.
Security for the signed agreement
Data in transit:
Data at rest:
Security reporting:
Information security:
U.S. e-signatures:
Protected health information:
Documents requiring special care
Real-estate deed
Will or codicil
Family-law decree
Remote notarization
Potential drafting and execution problems
The clause may identify an excuse without defining the event, notice method, affected obligations, or date performance ends. A signer may accept the agreement without understanding that the clause changes performance duties after a specified contractual condition. A missing audit trail or final document version can make it harder to prove which excuse language the parties accepted. Using the clause for a will, family-law decree, or excluded notice may fail to satisfy the applicable legal formality.
Questions about signing this clause
These answers address execution, evidence, plan limits, and legal conditions specific to this contract-excuse clause.
signNow’s Business plan includes templates and audit trails, while Business Premium adds bulk send. For this single contract clause, upload the agreement, place the owner and other party’s fields, and send one controlled signing request.
A missing owner signature can leave the agreement incomplete because the clause identifies the owner as a contracting party. Check each recipient’s assigned fields, resend the invitation, and confirm the completion certificate records every required signature.
The clause does not create an excuse merely because a signer used electronic execution. ESIGN and UETA generally recognize electronic signatures when intent, consent, attribution, and record retention are established, but contract language and state law still control the excuse.
Consumer-facing records may require the ESIGN consumer disclosure under 15 U.S.C. §7001(c), including access to electronic records and a paper-record option. Review that requirement before sending this clause to a consumer rather than a business counterparty.
If the agreement contains protected health information, signNow identifies HIPAA compliance as requiring a business associate agreement. Do not place unnecessary health information in this clause, and confirm the BAA and workflow before processing PHI.
Business subscription plans include 100 signature invites per user per year, with overage fees. If a high-volume contract operation needs a different usage model, signNow’s Site License is listed at $1.50 per signature invite for 1,000 or more documents annually.
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