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This article first appeared in the journal Exhibition (Spring 2026) Vol. 45 No. 1 and is reproduced with permission.

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It’s no secret that these are turbulent times for all types of businesses, including museums. From pandemics and natural disasters to shifting trade policies, disappearing federal funding, governmental pressures to edit or remove exhibits, and pushback on DEI initiatives, today’s cultural institutions face a growing list of unpredictable challenges.

It’s easy to feel overwhelmed and even powerless. But while we can’t predict exactly what the next disruptions will be, let alone avoid them, we can plan for them and mitigate the risks.

One of the most practical and often-overlooked ways museums can reduce risk is by using clear, thoughtful contracts. A well-crafted agreement can help protect your budget, your timeline, and your business relationships when the unexpected happens.

In this article, we will share three straightforward contract clauses that every museum professional involved in exhibitions should understand and consider. These aren’t theoretical—they’re practical tools that help museums reduce risk, contain losses, and respond strategically when plans have to change.

What’s the Risk?

The first things that come to mind when managing the risks of an exhibition might be physical damage to or loss of an object in transit. But in recent years, unforeseen risks like sudden new or increased tariffs, new regulations which inhibit travel or limit visitation, and global supply chain disruptions have proven just as capable of upending even carefully planned shows.

Take tariffs, for example: When governments impose or increase taxes on imported goods, the cost of crates, mounts, AV equipment, or even loaned objects themselves can skyrocket overnight. Museums that depend on international fabricators, shippers, or specialized contractors are especially vulnerable.

Tariffs aren’t the only surprise that can send costs soaring or delay shipments. The COVID-19 pandemic not only revealed how fragile global supply chains can be, but also resulted in many museum closures—temporary and permanent. Such closures upended planned exhibition schedules and left many museums contractually obligated to pay for exhibitions the public could not visit.  

The good news? You can build protections into your agreements to mitigate potential risks. By understanding a few key clauses and how they work, museum professionals can turn their contracts into practical safeguards against changing global conditions.

Why Contracts Matter

Exhibitions are complex projects with many moving parts. Museums rely on vendors, lenders, shippers, fabricators, and many other partners to deliver on time and on budget. But what happens when circumstances no one planned for suddenly make the deal unworkable or far more expensive than expected?

Too often, contracts are merely preprinted forms that are signed, not fully negotiated, and, in some instances, not even read! But a well-drafted contract is much more than a formality; it’s a practical tool for managing risk and giving both sides a roadmap when the unexpected happens. It sets out not just what each party will do, but what happens if they can’t do it or if conditions change in ways neither side could control.

Thoughtful contract language can give museums a clear exit strategy if the deal no longer makes sense, a way for the parties to renegotiate fairly when costs shift, and protection if performance becomes impossible.

These tools don’t have to be complicated or filled with legal jargon. Even a short clause written in plain language can mean the difference between blowing the budget and keeping the exhibition on track.

In the next section, you’ll find three practical contract clauses any museum—big or small—can use to prepare for the unpredictable.

Clause #1: Termination Without Cause/for Convenience

What It Does

A termination without cause clause (also called a termination for convenience clause) allows for one or both parties to end the contract without having to provide a specific reason. This type of clause could protect the museum by providing it the flexibility to end the relationship if circumstances change or if continuing it is no longer in the institution’s best interest.

Why It Matters

A few of the many situations where this type of termination provision would be useful to protect the museum include:

• The sudden termination of grants or any similar event that would adversely impact the museum’s ability to pay exhibition fees
• Demands for content revisions that are contrary to the museum’s mission
• Major increases in costs due to increased or newly imposed tariffs

Practical Tip

If you’re the exhibiting museum, try to secure the right to terminate for convenience yourself, while limiting the lender’s or vendor’s ability to do the same, or at least requiring them to give longer notice. Keep in mind that lenders often allow termination without cause only if it happens well before the exhibition opens, so they have time to arrange an alternate venue.

For example, it is reasonable to negotiate a termination without cause, with no penalty or cost to the borrowing museum, with notice of termination given at least 12 months prior to the opening of the exhibition. It is also reasonable to include a termination for convenience with shorter notice, but the exhibitor will usually have to forfeit a deposit, and/or reimburse the lender for out-of-pocket costs. It should be noted that termination clauses are typically easier to negotiate with service providers than they are with lenders of traveling exhibitions.

Sample Language

Traveling Exhibition Agreement

Exhibitor may terminate this Agreement on thirty (30) days written notice to Lender, up to twelve (12) months prior to the opening date of the Exhibition, and Exhibitor shall have no further obligations under the terms of this Agreement including any payments of fees.

Or

Exhibitor may terminate this Agreement on thirty (30) days written notice to Lender at any time prior to the opening date of the Exhibition, provided Exhibitor forfeits its nonrefundable booking deposit and reimburses Lender for any documented out-of-pocket costs incurred in preparation for delivery of the Exhibition up to the date of the written notice.

Vendor Services Agreement

Museum may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice of termination to Vendor. Museum shall pay Vendor for Services actually and acceptably performed up to the effective date of termination.

Clause #2: Renegotiation or Price-Adjustment Clause

What It Does

A renegotiation clause allows the parties to revisit price or other key terms if specific, significant changes occur such as a new tariff, major cost spike, or unexpected regulatory hurdle.

Why It Matters

Let’s say you’re working with an international fabricator to build custom mounts. If a new import tax adds 25 percent to the cost mid-project, neither side wants these new costs to cut into their budget. A clear renegotiation clause makes it easier to fairly adjust the agreement instead of fighting over who pays the increased costs.

Practical Tip

Be clear about what level of cost increase will trigger renegotiation. Without a threshold, the parties may end up reopening the contract over every minor fluctuation. In the sample language below, the trigger is set at 25 percent, which ensures that only significant changes bring both sides back to the table. Further, potential impasses after good faith negotiations can be addressed by an option to terminate or by a procedure appointing a neutral third party to assist with “tie breaking.”

Sample Language

If a change in applicable law, tariff, or regulation results in an increase of more than twenty-five percent (25%) in the cost of goods or services under this Agreement, the Parties agree to negotiate in good faith to adjust the price, delivery date, and any other affected terms. If after thirty (30) days of good faith negotiations the Parties cannot agree on new terms, either Party has the option to terminate this Agreement pursuant to Section (xx).

Clause #3: Force Majeure

What It Does

A force majeure clause excuses a party from performance because of circumstances beyond that party’s control. This clause is especially useful if your contract does not have an easy exit—such as a termination for convenience clause.

Why It Matters

A global shipping delay, new import ban, or sudden labor shortage can easily disrupt installation timelines and shipping schedules. As the pandemic illustrated, there could also be governmental laws and ordinances prohibiting museums from allowing public entry. If your contract is silent, you might end up paying for goods that can’t be delivered or paying fees for an exhibition that the public cannot view.

Practical Tip

The enforceability and interpretation of force majeure clauses vary from state to state, and some states have more well-defined case law parameters than others. However, courts will generally look at the specific language included in the force majeure clause and will excuse performance under the contract in accordance with such language. Therefore, when negotiating a force majeure clause, don’t rely solely on vague catch-all language like “anything outside the reasonable control of the parties.” Instead, include specific examples of events that could realistically disrupt your museum’s performance. For today’s exhibitions, that might mean naming issues such as travel restrictions, civil unrest, border closures, or government orders and mandates. Tailoring the list to reflect risks relevant to your museum makes the clause stronger—and a contract that explicitly spells out concrete examples is more likely to hold up in court than one that relies solely on broad catch-all wording.

Sample Language

Neither party to this Agreement shall be responsible or liable for damages caused by a delay or failure in the performance of this Agreement, or by a delay or failure which causes cancellation of this Agreement, if such a delay or failure is due to a cause beyond its control, such as but not limited to fires, floods, or other acts of God, labor strikes, riots, civil unrest, pandemics, epidemics, travel restrictions, border restrictions, governmental regulations, orders, or mandates.

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The Bottom Line

While this article provides concrete information that can aid you in contract negotiations, it does not eliminate the need for an attorney’s advice. Unfortunately, it is difficult for many small museums to afford such advice, but there are ways to minimize potential legal fees:

• Start with a library of essential templates. This advice comes with an upfront cost, but having various well-drafted contract templates at your fingertips will help you avoid hiring an attorney for each transaction.
• Be responsive. It is not uncommon for attorneys to bill you each time they need to send an email or call.
• Read and understand contracts before you sign. Not only will the museum be more likely to get what it bargained for, but it will also minimize the likelihood of costly litigation.
• Shop around. Many museums end up using Big Law firms for even their simple day-to-day contracts because the firm has an attorney on the museum’s board. However, the museum should consider interviewing smaller firms for everyday contractual needs, as they can often provide the same quality work at a fraction of the cost.

Whether you are negotiating yourself or with the assistance of a lawyer, once you have a well-crafted contract in place, museum staff will be free to focus on what truly matters: creating exhibitions that inspire, educate, and connect people to culture and ideas.

Before You Sign

Review the entire agreement, and ask yourself:

• Does the contract give you an easy out if costs or circumstances change?
• If there’s no easy exit, is there a fair way to renegotiate?
• Does your force majeure clause cover today’s real-world risks?
• Are you clear on how much notice you need to give, or receive, if things go sideways?
• Does your contract explain what happens upon termination? (e.g., refund of prepaid amounts, fees and expenses paid to the date of termination, confidential materials returned, etc.)

A little clarity up front can save your museum from a big headache later.

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Sharon Hotchkiss, Esq., is Founder and Principal Attorney at Hotchkiss Law Firm, PLLC, serving clients in California and Texas.