Can a contract that lasts “indefinitely” ever be brought to an end?

26th Aug 2026

When a contract says it will continue “indefinitely”, it's tempting to assume that it means forever. But, as the recent Zaha Hadid case demonstrates, that assumption can be costly.

In Zaha Hadid Limited v The Zaha Hadid Foundation [2026] EWCA Civ 192, the Court of Appeal considered whether a trade mark licence described as being of indefinite duration could be terminated by the licensee on reasonable notice.

The licence allowed Zaha Hadid Limited to use the ZAHA HADID trade marks in return for a royalty. Following Dame Zaha Hadid’s death, the relevant rights passed to the Zaha Hadid Foundation.

The agreement contained express termination rights for the Foundation (licensor) but was silent on whether the Company (licensee) had a corresponding right to terminate. The High Court initially concluded that the licensee had no right to terminate on reasonable notice.

The Court of Appeal took a different view. Looking at the agreement in its commercial context, it concluded that the agreement was indefinite (may be brought to an end), rather than perpetual (binds the parties forever).

As the agreement was intended to be of indefinite duration, a power to terminate the agreement on reasonable notice for both parties was implied as part of those intentions. The Supreme Court subsequently refused permission to appeal in July 2026, leaving the Court of Appeal's decision in place.

So, what does “indefinite” actually mean?

In everyday language, “indefinite” and “perpetual” can sound like they mean the same thing. However, in contract law, the distinction between them is important.

An indefinite contract is one where no fixed end date has been specified. That does not necessarily mean the parties have agreed that they will remain bound forever. Depending on the wording and circumstances of the agreement, a court may find that an indefinite contract can be brought to an end by giving reasonable notice.

A perpetual contract, by contrast, indicates an intention that the agreement should continue forever and cannot be terminated simply by giving reasonable notice, unless the contract itself provides for a termination mechanism.

The distinction is subtle, but commercially significant. Courts will consider the contract as a whole and determine what the parties intended from the wording they used and the surrounding contractual provisions.

Why does this matter for your business?

This distinction is particularly important when negotiating trade mark licences.

A business will often enter into a licence because it wants long-term certainty. A licensee might spend years building a business around a licensed trade mark, while a trade mark owner may want the ability to bring the relationship to an end if its commercial strategy changes.

Simply saying that a licence will last “indefinitely” may not give either party the certainty they expect.

Key takeaways for business owners

When negotiating a trade mark licence, the agreement should clearly address:

• Duration - Is there a fixed term, or is the licence intended to continue indefinitely?
• Termination - Can either party terminate on notice, or only if specific events occur?
• Exit - What happens to stock, packaging, marketing materials and existing customer contracts when the licence ends?
• Change of circumstances - What happens if the trade mark is sold, the business changes hands or the commercial relationship breaks down?

The Zaha Hadid case is a useful reminder that seemingly straightforward words can have significant commercial consequences. Getting specialist legal advice when negotiating the agreement can help ensure it reflects what you actually intend, rather than relying on a court to decide later.

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