Evergreen clauses in waste contracts: how to find your notice window

An evergreen clause renews your contract automatically for a new term unless you give notice of non-renewal within a set window before the end date. To find the window, you need four facts from the contract: the start date, the initial term, the renewal term and the notice period, plus how notice must be delivered. From those, the last day notice can arrive is simple arithmetic.

What does an evergreen clause look like?

Wording varies, but the structure is usually the same: an initial term (often several years), then automatic renewal for successive terms of a stated length, “unless either party gives written notice of termination not less than X days nor more than Y days prior to the end of the then-current term.” Some clauses have only the “not less than” part. Some say notice must go by certified mail to a specific address.

How do I work out the notice window?

1. Find the end of the current term. Start date plus the initial term gives the first end date. If that date has passed, add renewal terms until you reach a future end date.
2. Count back the notice period. “Not less than 90 days before the end” means notice must arrive on or before the day 90 days before the end date.
3. Count back the earliest day, if there is one. “Not more than 180 days before” means notice sent earlier may not count. The window is between the two dates.
4. Check how notice counts. Is it when you send it, or when they receive it? By certified mail, email or both? To which address?

The renewal clock does this arithmetic and gives you a calendar file with both dates. It doesn’t read your contract for you: how days are counted and what counts as delivery are in the contract’s own words.

What if the window has already passed?

Then, under most such clauses, the contract renews for another term at its current terms. Two things are still worth doing. First, put the next window in your calendar now. Second, check whether a state law applies to your contract. A few states have rules for automatic renewal in business contracts:

• New York General Obligations Law § 5-903 applies to certain contracts for service, maintenance or repair of real or personal property. It makes an automatic-renewal provision unenforceable unless the provider gave the customer written notice, by personal service or certified mail, at least 15 and no more than 30 days before the customer’s notice deadline, calling attention to the renewal provision.
• Wisconsin Statutes § 134.49 sets disclosure and reminder requirements for automatic renewal in certain business contracts for services and equipment leases.

Whether either law applies to your contract, and what it means for you, is a question for a lawyer. Nothing here is legal advice.

How should I send notice?

Exactly as the contract says, and early inside the window. Use the address in the notices clause, not the billing address. If the clause says certified mail, use certified mail and keep the receipt; sending an email copy as well does no harm. Keep the letter short: who you are, the agreement and account, that you are giving notice of non-renewal under the named clause, and the date the current term ends. There is a template you can adapt.

Does sending notice mean I have to switch haulers?

No. Non-renewal notice stops the automatic renewal; it doesn’t stop you signing a new agreement with the same hauler on better terms. In practice, sending notice inside the window is what gives you room to rebid or renegotiate, because the old terms no longer roll forward by default.

What else to look for in the same contract

• Early termination or liquidated damages: what you owe if you end the contract before the term ends.
• Price-change clause: which index governs increases and whether there is a cap.
• Fee clause: which fees the hauler can add.
• Right of first refusal: whether the hauler can match a competing bid.

Those clauses decide how much an audit finding is worth, which is why an audit reads the contract before the invoices.