Curable
Describes a breach or default that can be remedied within a specified cure period, preventing termination if fixed on time.
While straightforward in theory, many businesses fail to actively track obligations tied to this concept - often resulting in missed deadlines, unintended renewals, penalties, or loss of contractual rights.
US Law · For business owners and foundersWhat is a Curable?
A breach or default is "curable" when the breaching party can remedy the failure within a specified time period - called a cure period - after receiving notice of the breach. If the breach is cured within the allowed time, the non-breaching party's right to terminate is suspended or eliminated. If the breach is not cured, the non-breaching party may exercise termination rights or other remedies.
Most commercial contracts include a notice-and-cure provision specifying: (1) how notice of breach must be delivered, (2) how long the breaching party has to cure, and (3) what constitutes a sufficient cure. These provisions protect the breaching party from immediate termination and give relationships a chance to survive a default.
Not all breaches are curable. Some contracts specify that certain breaches - such as insolvency, fraud, a fundamental misrepresentation, or a breach of a "time is of the essence" deadline - are incurable and permit immediate termination. The distinction between curable and incurable defaults is a critical contract negotiation point.
In practice, many teams rely on a contract expiry tracking system to stay on top of dates and obligations tied to clauses like this.
Key Elements
Notice Requirement
Before the cure period begins to run, the non-breaching party must typically give written notice of the default, specifying its nature.Cure Period Duration
The cure period varies widely - typically 10 to 30 days for commercial defaults, though financial defaults may have shorter periods (3–5 business days).Definition of Cure
The contract should specify what constitutes a successful cure - full remedy, partial remedy, or commencement of remedy - to avoid disputes.Incurable Defaults
Contracts often carve out specific breaches that are deemed incurable (e.g., insolvency, criminal conduct, repeated defaults), allowing immediate termination.Real-World Example
A SaaS contract provides that if the vendor fails to meet uptime SLAs for two consecutive months, the customer may provide 30 days' written notice. If the vendor cures the performance issue within 30 days, the customer loses the right to terminate for that breach.
The vendor's breach (SLA miss) is curable. Upon receiving the customer's notice, the vendor has 30 days to restore performance. If it does so, the contract remains in force. If it does not, the customer may terminate. This balances the customer's right to reliable service against the vendor's right to fix problems without losing the contract.
This is why many businesses adopt automated deadline tracking to ensure no critical dates are missed before they pass.
Sample Clause Language
Notice and Cure ProvisionWatch Out For
Specify what constitutes "cure"
Without a clear definition, disputes arise about whether the breaching party has actually fixed the problem. Be specific: does cure require full restoration, payment of outstanding amounts, or merely commencement of corrective action?Repeated defaults may be incurable
Even if individual defaults are curable, most well-drafted contracts provide that a pattern of repeated defaults (e.g., the same breach three times in 12 months) becomes an incurable event of default, allowing immediate termination.Don't let curable deadlines catch you off guard
Key dates tied to curables - renewal windows, expiry cutoffs, notice periods - can easily slip through the cracks when tracked manually. Missing them triggers automatic extensions, penalties, or lost rights. ExpiryEdge tracks every critical deadline and sends automated reminders before they're due - so nothing slips.
Instead of relying on spreadsheets or manual follow-ups, a centralized renewal reminder system ensures every deadline is visible, tracked, and actioned automatically.
How to Use This in Your Favor
Always negotiate for a cure right
As a vendor or service provider, insist on a meaningful cure period before a customer can terminate. Even 10 days can be enough to fix most performance issues and save a valuable contract.Distinguish curable from incurable defaults in your template
Clearly designate which defaults are curable (with the cure period) and which are not (e.g., insolvency, fraud, IP infringement). This prevents ambiguity and reduces litigation risk.Frequently Asked Questions
What happens if I partially cure a breach?
Whether a partial cure is sufficient depends on the contract language. If the contract requires full cure, a partial fix does not prevent termination. Negotiate a provision specifying that commencement of diligent cure efforts within the cure period is sufficient to prevent termination.
Can a court extend a cure period?
Possibly, in equity. Courts have sometimes extended cure periods where immediate termination would cause disproportionate harm and the breaching party was making good-faith efforts to cure. However, do not rely on judicial extension - negotiate adequate cure periods upfront.