Clause guide
Step-In Rights Clause clause: meaning, risks, and what to negotiate
Allows one party to take over certain performance temporarily if the other fails to perform.
What it means
Step-in rights can be powerful in outsourcing, technology, and managed services contracts where continuity matters.
Common risks
- • The other party may intervene too easily in your operations.
- • Triggers may be vague.
- • Costs and responsibilities during step-in may be unclear.
What to check before signing
- • What events trigger step-in rights?
- • How long can step-in last?
- • Who pays the costs of the step-in?
Negotiation ideas
- • Define clear, limited trigger events.
- • Set time limits and notice requirements.
- • Clarify cost allocation and handback process.
Example clause
“If Provider suffers a material service failure that threatens business continuity, Client may temporarily step in to perform or direct performance of the affected services.”
Frequently asked questions
What are step-in rights?
They are rights allowing one party to temporarily take over performance in certain failure scenarios.
Related clauses
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