Time Is the Essence

Time Is the Essence

When the timing of performance or the period for performance is material to the contract, the parties can agree to “time is of the essence” clauses.

For example, in the following exemplar, the performance of all obligations that are measured against a specified deadline are considered “of the essence”:

Exemplar C75-1

Time is of the essence of every provision hereof of which time is an element, notwithstanding the time periods for performance or payment by licensee as set forth in the license agreement.

In the following exemplar between a supplier and a customer purchasing goods, the on-time delivery of the ordered goods is considered “of the essence”:

Exemplar C75-2

Time is of the essence in Supplier’s performance under this Agreement. All Products will be delivered by the Delivery Date. Products will be deemed delivered on time if delivered in accordance with the specifications and requirements of the purchase order to the location identified in the purchase order no sooner than three days prior to, and no later than, the Delivery Date. A delivery of non-conforming Products, partial delivery of an order or a delivery to an improper location will be deemed a late delivery under this Agreement. Supplier agrees to use its best efforts to meet any request of Customer for delivery of Products prior to a scheduled Delivery Date.

In the following exemplar, the curing of defaults within a specified cure period is of the essence:

Exemplar C75-3

The times set forth in this agreement for the curing of defaults are of the essence of this agreement, provided, however, that the foregoing provision shall not be construed to limit or deprive a party of the benefits of any grace or notice periods provided for herein.