Clause guide
Time Is of the Essence Clause clause: meaning, risks, and what to negotiate
Makes deadlines and timing obligations legally material under the contract.
What it means
This clause can turn a delay that might otherwise be minor into a material breach with serious consequences.
Common risks
- • Small delays may become material breaches.
- • You may face termination or damages for missed deadlines.
- • The clause may apply too broadly across all obligations.
What to check before signing
- • Which deadlines are covered?
- • Does the clause apply to both parties equally?
- • Are there cure periods for delay?
Negotiation ideas
- • Limit the clause to key milestones only.
- • Add cure periods before breach remedies apply.
- • Exclude delays caused by the other party or force majeure events.
Example clause
“Time is of the essence with respect to Provider’s delivery obligations under this Agreement.”
Frequently asked questions
What does time is of the essence mean?
It means deadlines are considered critical, and missing them can trigger stronger legal remedies.
Related clauses
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