Contract termination notice
How do I end a contract with a vendor or client, and what should the notice say?
Fill in your details for a free Word and PDF copyStart with the contract. A business contract often has a termination clause that sets who may end the contract, on what notice and counted from when. A notice under that clause quotes the clause number and the notice period in the contract's own words. That is contract text, so the letter leaves it for you to fill in.
Where the other side has refused to perform its promise, or put itself out of a position to perform it, section 39 of the Indian Contract Act, 1872 is the other ground. It says that when a party has refused to perform, or disabled himself from performing, his promise in its entirety, the promisee may put an end to the contract, unless he has signified, by words or conduct, his acquiescence in its continuance.
The last words of the section matter for timing. If you keep accepting work or tell the other side the contract carries on, that can count as acquiescence, so send the notice promptly. The form asks you to confirm that you have not done so before it prints the section 39 paragraph.
The text of section 39 was read on Indian Kanoon on 24 October 2026. India Code did not answer on that day, so its current text was not checked. The letter makes no claim about what a court will decide and names no sum.
What you get
- Contract termination notice, as a Word file to edit and a PDF to print
Example with made-up names
Date: 24 October 2026
From: Kestrel Design Studio, 14 Tulsi Road, Indore, Madhya Pradesh 452001.
To: Orchid Retail Private Limited, Plot 22, Sector 5, Noida, Uttar Pradesh 201301.
Subject: Termination of Design Services Agreement dated 2 March 2026
Kind attention: Ms Rina Kapoor, Head of Procurement
Dear Sir or Madam,
We write about the Design Services Agreement dated 2 March 2026 between Kestrel Design Studio and Orchid Retail Private Limited (the Agreement).
Clause 12.2 of the Agreement reads: "Either party may terminate this Agreement by giving the other party thirty days' written notice."
By this letter we give notice under clause 12.2 that we are ending the Agreement. The Agreement ends when the notice period under that clause, thirty days' written notice to the other party, has run, counted as clause 12.2 provides.
Please return the brand files you hold and send us your final instructions for hand-over.
Please acknowledge receipt of this letter in writing.
Yours faithfully,
Meera Joshi
Partner
for Kestrel Design Studio
Fill in your own
You, the sender
The vendor or client
The contract
Why you are ending it
The letter and who signs it
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BuildWright does documentation, filing and compliance facilitation. This tool works from the rules cited on this page and does not give legal advice. We prepare the documents from your answers; you check, sign and send or file them.
Common questions
Can I end a contract if the other side is only late or has delivered part of the work?
Section 39 speaks of refusal or disablement from performing a promise in its entirety. Late or partial performance is a different case. Use the termination clause if your contract has one, and read the contract for what it says about delay.
What happens if I keep accepting work after the breach?
Section 39 lets the promisee end the contract unless he has signified, by words or conduct, his acquiescence in its continuance. Its illustration (b) gives a manager who let a singer perform on the seventh night after the sixth was missed. He could not then end the contract and was entitled to compensation for the sixth night. Send the notice promptly and keep your later conduct consistent with it.
Does the notice claim compensation?
It reserves your rights, including any claim for compensation, in general words when you end the contract for the other side's refusal. It names no amount. A claim for loss is a separate step.
Do I send it by post?
Send it in the way the contract's notice clause requires, if it has one. A copy by post with proof of delivery is a sensible record in any case. You can print and send it from this page.
- Source: Indian Contract Act, 1872, section 39: a promisee may put an end to the contract where the other party has refused to perform, or disabled himself from performing, his promise in its entirety, unless the promisee has signified acquiescence in its continuance, by words or conduct. Read 24 October 2026. Partly verified. The Indian Kanoon text of section 39 carries no amendment or repeal note and no source read suggests the section was amended or repealed. India Code did not answer on 2026-10-24, so its current text and its as-on date were not read. No case law was read.
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