Is an automatic termination clause valid in Tunisia?

Yes. The Code of Obligations and Contracts allows the parties to agree that the contract will be terminated by operation of law on non-performance. Without such a clause, termination must be sought from a court.

How do I write a formal notice before terminating a contract?

State the obligation breached, the relevant clause, the time allowed to remedy and the consequence of inaction, namely termination. Send it by a method that proves the date of receipt.

Can a contract be terminated immediately for serious breach?

Yes if the contract provides for it for specific breaches, or, under some laws, where the seriousness of the conduct justifies it. The terminating party takes the risk of having to prove that seriousness in court.

Clause templatesTermination

Termination for breach clause

A termination for breach clause, known in civil law as a clause résolutoire, provides that the contract ends automatically if a party fails to remedy a serious breach after formal notice. Without it, you often have to ask a court to terminate the contract, which takes time. Precise drafting of the breaches covered and of the procedure is essential for it to work.

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Clause template

1. If either party fails to perform any of the following obligations: [LIST: payment of the price, delivery deadlines, confidentiality, other essential obligation], the other party may serve formal notice on it by [REGISTERED LETTER WITH ACKNOWLEDGEMENT OF RECEIPT / BAILIFF'S NOTICE], referring to this clause and specifying the breach. 2. If the breach is not remedied within [NUMBER] days of receipt of the notice, the agreement is terminated automatically, without court proceedings, on expiry of that period, by simple written notification from the aggrieved party. 3. Termination does not deprive the aggrieved party of its right to claim compensation for its loss. 4. Sums due for services performed before termination remain payable. Each party shall return the documents, data and property belonging to the other within [NUMBER] days.

Replace the bracketed items before use.

Variants

Immediate termination for serious breach

By way of exception, in the event of [PARTICULARLY SERIOUS BREACH: fraud, breach of confidentiality, damage to reputation], the aggrieved party may terminate the agreement with immediate effect by reasoned written notice, without any cure period. It must still prove the breach if this is disputed.

When to use it

Your client or tenant does not pay despite reminders.
Your supplier repeatedly fails to deliver or delivers non-conforming work.
A party breaches an essential obligation: exclusivity, confidentiality, regulatory compliance.
You want a quick way out of a long contract if the other side defaults.

Mistakes to avoid

Drafting a vague clause ("in the event of any breach") that a court will construe narrowly.
Failing to refer expressly to the termination clause in the formal notice.
Not allowing a reasonable cure period, or keeping no proof of receipt.
Invoking the clause in bad faith, for example for a minor breach that has already been remedied.

Country-specific notes

Tunisia
Under the Tunisian Code of Obligations and Contracts, termination is not automatic and must be ordered by a court (art. 273), unless the parties agreed that the contract would be terminated on non-performance, in which case termination occurs by operation of law (art. 274).
Source: Code des obligations et des contrats (Tunisia), consolidated text

Contracts that use this clause

Frequently asked questions

Yes. The Code of Obligations and Contracts allows the parties to agree that the contract will be terminated by operation of law on non-performance. Without such a clause, termination must be sought from a court.

Other Termination clauses

Sources

Code des obligations et des contrats (Tunisia), consolidated text

Indicative template, to adapt to your situation. It does not replace legal advice.

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Termination for breach clause

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Variants

Immediate termination for serious breach

Mistakes to avoid

Drafting a vague clause ("in the event of any breach") that a court will construe narrowly.

Failing to refer expressly to the termination clause in the formal notice.

Not allowing a reasonable cure period, or keeping no proof of receipt.

Invoking the clause in bad faith, for example for a minor breach that has already been remedied.

Country-specific notes

Tunisia

Under the Tunisian Code of Obligations and Contracts, termination is not automatic and must be ordered by a court (art. 273), unless the parties agreed that the contract would be terminated on non-performance, in which case termination occurs by operation of law (art. 274).

Code des obligations et des contrats (Tunisia), consolidated text