The proposal looks fine until the last page. Termination for convenience: 60 days' written notice by either party. Your lawyer's template says 30. The fractional CTO says 60 is their standard. You are about to pay someone a meaningful monthly fee and you have just realised that walking away costs two more months of it.
The short answer: 30 days is standard in generic consulting paper and usually too short for someone who holds your architecture context, your vendor relationships, and half your hiring pipeline. Mutual 60 days for termination for convenience is fair for a working fractional CTO. A shorter exit, 7 to 14 days, for defined cause is fair for you. The number matters less than what the contract says must happen inside the notice period. Get the handover written down and the notice length stops being the fight.
This is not legal advice. Have your own lawyer read the clause. What follows is how I think about it from inside the engagements.
Why the notice period exists for both sides
For the fractional CTO, it is income predictability. Most run three to six clients. Losing one with no notice is a 20 to 30 percent cut to a month's revenue with no time to replace it, and good ones price that risk in somewhere. A notice period is the cheaper way for you to carry it.
For you, it is time to move the context out of their head. After six months, a working fractional CTO knows why the database is shaped the way it is, which vendor you are about to renegotiate, which engineer is wobbling, and what you told your lead investor about the roadmap. Thirty days is enough to send the credentials. It is not enough to transfer the judgment.
What 30, 60 and 90 days actually mean
Match the notice to the depth of the engagement, not to a template.
30 days is fine for a light advisory arrangement: a few hours a month, no team management, no vendor ownership. There is little context to move, and the founder can carry it. If the engagement is this light, 30 days mutual is reasonable and 60 is the fractional CTO protecting revenue.
60 days is the sensible default for a working fractional CTO: someone who runs your architecture decisions, sits in your hiring loop, and manages at least one vendor. Two months is enough to finish an in-flight hire, document the decisions, and introduce the successor. It is also roughly the time it takes you to find a replacement, which switching fractional CTOs actually costs more than most founders expect.
90 days is defensible when the fractional CTO is effectively running engineering day to day, when a raise or a diligence process is scheduled, or when they manage the agency that is building your product. It is too long for anything lighter, and if it is proposed for a four-day-a-month engagement, ask why.
Whatever the number, it should be mutual. A clause where you give 60 and they give 30 is not a notice period. It is a lock-in.
The clauses that matter more than the number
A long notice period with nothing inside it is just two more invoices. These are the terms I would trade notice length for.
A written handover obligation
Spell out the deliverables: a decision log covering the major architecture and vendor choices, a current risk list, credential and account transfers, vendor introductions, and at least two working sessions with whoever takes over. If this is in the contract, 60 days is worth paying for. If it is not, 60 days is 30 days of work and 30 days of goodbye.
A shorter exit for cause
Define cause: missed commitments for a stated period, breach of confidentiality, a conflict of interest that is not disclosed. Give it a 7 to 14 day exit. A fractional CTO who refuses any for-cause clause is telling you that your only remedy for a bad engagement is to pay out the notice.
Normal rate during notice, no exit fee
Notice means they keep working at the agreed rate and you keep paying it. It does not mean a lump sum on the day you give notice. An exit fee on top of a notice period is double-charging for the same risk. The same logic applies to a minimum commitment: one lock-in mechanism is reasonable, two stacked on each other is not.
What happens to in-flight work
If notice lands in the middle of a hire, a migration, or a diligence process, who finishes it? The fairest answer is usually that the current commitment is completed within the notice period or explicitly handed off, and the contract should say which.
IP already assigned
Everything they produced should already be yours under the agreement, assigned as it is created, not on final payment. If that is not the case, the notice period is the least of your problems. You paid for the code; you might not own it is the longer version.
Red flags in the termination section
A notice period that runs only one way. An evergreen renewal where the notice window closes 90 days before the anniversary, so that missing a date commits you to another year. "Material breach" with no definition. A clause that lets them pause work during notice while you keep paying. A non-solicit that stops you hiring the engineer they introduced, when you paid them to introduce the engineer. Any of these is worth pushing back on, and most good fractional CTOs will move on them without much argument because they were template defaults, not positions.
How to negotiate it
Ask for mutual 60 days, a 14-day for-cause exit with cause defined, a listed set of handover deliverables, and no exit fee. If the fractional CTO is nervous about commitment, offer a paid trial first so both sides know what they are agreeing to. If they want 90, ask what in the scope justifies it, and if the answer is convincing, trade it for a stronger handover clause rather than refusing outright.
The engagement should also be structured so that ending it is a normal event, not a rupture. When to end a fractional CTO engagement is a decision you should be able to make on the merits, and the notice period is what makes that possible without drama. My own terms are on the pricing page, and if you want a second opinion on a clause you have been sent, book a call.
FAQ
Is a 60-day notice period normal for a fractional CTO?
Yes, for a working engagement that includes architecture ownership, hiring, or vendor management. For a light advisory arrangement, 30 days is more typical. The notice should be mutual in either case.
Should I accept a 90-day notice?
Only when the scope justifies it: day-to-day engineering management, an imminent raise, or oversight of an agency build. If you accept it, trade it for a detailed handover obligation and a short for-cause exit.
Do I have to pay during the notice period if I stop giving them work?
Under most agreements, yes; the retainer is for availability and the notice period is paid time. Use it. The handover deliverables are what you are paying for in those weeks, so make sure the contract names them.
What is a fair for-cause exit?
Seven to 14 days, with cause defined in the contract: repeated missed commitments over a stated period, breach of confidentiality, or an undisclosed conflict. Vague "unsatisfactory performance" language protects nobody and invites a dispute.