When “Cooperation” Becomes a Loophole

As a General Counsel, I’m seeing a trend of turning “ghosting” into a contract right.

For example:

“Vendor may not terminate the Agreement until Client has failed to cooperate for at least 60 days.”

Sixty. Days.

In a professional services contract, that’s not a safeguard — it’s a slow bleed.
Quiet quitting looks efficient by comparison.

For two months, the vendor is expected to hold resources, maintain systems, and absorb technical and opportunity costs for a project that’s already gone cold.

Under this framework, the client can extend performance delays indefinitely — “cooperating” just enough every 60 days to reset the clock, without ever triggering breach, default, or even anticipatory repudiation.

That’s not collaboration.
That’s a one-way hold pattern.

If performance depends on cooperation, then non-cooperation is non-performance.
And the contract should say so.

⚖️ Negotiation Guidance

Here’s how I’d approach this clause in redline:

1️⃣ Define “cooperation” concretely.
Include specific obligations, e.g., providing data, access, approvals, or feedback within a defined time frame.

2️⃣ Tie cooperation to performance timelines.
Example fallback:

“Delays in Client’s cooperation will extend Vendor’s performance timelines on a day-for-day basis.”

3️⃣ Preserve termination rights.
Add a shorter, objective trigger:

“If Client fails to cooperate for more than 10 business days following written notice, Vendor may suspend performance or terminate this Agreement.”

4️⃣ Document engagement.
Encourage internal teams to log outreach attempts. Email records often become your best defense against “we were waiting on you.”

💡 Key Takeaway:  Good drafting removes the excuses that make non-cooperation profitable.

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