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Time is of the Essence clause


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I am working with my Subcontractor Administrator (DoD contractor) and trying to establish a new subcontract with a company for a technical support services task. The techincal task is LOE to support the government client with various technical that may arise over the next six months. The task will be to provide technical assistance to address a particular issue such as review equipment specification to deterimne power requirements andprovide technical expertise on a particular technical issue. The issue that I am trying to get gudinance on is that my Subcontract Adminstrator insists on a time is of the essence clause in the subcontract and the subcontractor does not want to sign the subcontract because the subcontractor stated the task is not time critical and therefore does not want the time is of the essence clause.

In my reseach of why and when a time is of the essence clause is included in a contract/subcontract I found that it is typpically inserted when a task has critical deadline and will impact other tasks that are dependent the previous task being completed on time. When I think about the type of tasking that will be performed for this situation the time is of the essence clause does not seem to me to be suitable. Please provide feedback as to whether or not a time is of the essence clause is appropriate for the situation above.

In advance thank you for any assitance and this is such a helpful and insightful web site!!!

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Are you drafting a commercial contract? I am assuming yes. If subcontractor for dod contractor is not comfortable with "time is of the essence" language then you may want to consider among other things using "promptly, but in any even within X days." It is up to the contracting parties to negotiate its terms, also, does it matter if "time is of the essence" is used? Would a firm delivery date satisfy your concerns?

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