No agreement, no matter how advantageous it seems at the moment of execution, should be without a carefully thought out escape hatch. Exit strategy is a never omitted item in any venture capital agreement, but it is not always there in other business arrangements.
To be sure, there are always termination clauses that provide “for cause” grounds for termination. They rarely provide for “I don’t want to do this anymore” termination options. These fatigue factor options should be conditioned on the occurrence of conditions or events that change the economic profile to the detriment of one of the parties. They should also include exit privileges that recognize the potential for estrangement attendant upon the restructuring or ownership/management change of one of them.
Can this be a subject of abuse? Certainly. Can almost any contract provision become a subject of abuse? Almost certainly.
As agreements are negotiated, one should always be asking the “What if?” questions — what if this; what if that? What if analysis provides a good likelihood that you will be able to identify events and changes that have the potential to degrade the value of a contractual relationship.
Conditions change more rapidly today than they did ten or fifteen years ago. Long term has to be thought of as a much shorter period today. How can I get out of this should not have to be limited to name calling and litigation as the only meaningful options. Contract engineering can provide considerations attendant upon the invocation of escape provisions that at least appear to take some of the sting out of it.