The Termination Of Supplier Contract is a critical document used when parties need to formally end an existing supplier relationship in Canada. It is typically employed when either party wishes to end the contract early, when the contract reaches its natural conclusion, or when circumstances necessitate a change in supplier arrangements. The document ensures compliance with Canadian federal and provincial laws while addressing key aspects such as final payments, property return, confidentiality obligations, and transition arrangements. It protects both parties' interests by clearly defining the termination terms, remaining obligations, and post-termination responsibilities. This document is particularly important in complex supplier relationships where clear documentation of the termination process is essential for risk management and future reference.
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1. Parties: Identification of the parties to the termination agreement, including full legal names and addresses
2. Background: Reference to the original supplier contract, its date, and key details
3. Definitions: Key terms used in the termination agreement
4. Termination Date: Clear specification of when the contract will terminate
5. Basis for Termination: Statement of the grounds for termination (e.g., mutual agreement, breach, convenience)
6. Outstanding Obligations: Details of any remaining payments, deliveries, or services to be completed before termination
7. Return of Property: Requirements for returning any materials, equipment, or confidential information
8. Final Payment Terms: Details of final payments, including any termination fees or settlements
9. Mutual Release: Release of parties from future obligations under the original contract
10. Surviving Provisions: Identification of original contract provisions that survive termination
11. Governing Law: Confirmation of applicable law and jurisdiction
12. Execution: Signature blocks and execution details
1. Transition Services: Include when handover of services/products to new supplier is required
2. Intellectual Property Rights: Include when IP transfer or ongoing rights need to be addressed
3. Non-Compete Obligations: Include when post-termination competitive restrictions apply
4. Employee Matters: Include when termination affects staffing or personnel arrangements
5. Dispute Resolution: Include when specific dispute resolution mechanisms are needed
6. Insurance and Indemnity: Include when ongoing liability coverage or indemnification is required
7. Confidentiality: Include when additional confidentiality provisions are needed beyond surviving provisions
8. Public Announcements: Include for high-profile supplier relationships requiring communication management
1. Schedule A - Outstanding Deliverables: Detailed list of pending deliverables and completion timeline
2. Schedule B - Final Payment Schedule: Breakdown of all final payments, including termination costs
3. Schedule C - Property Return Checklist: Itemized list of materials and property to be returned
4. Schedule D - Transition Plan: Detailed timeline and responsibilities for transition activities
5. Appendix 1 - Original Contract: Copy of the original supplier contract being terminated
6. Appendix 2 - Release Forms: Standard forms for mutual release and discharge
Authors
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Technology
Retail
Construction
Healthcare
Financial Services
Transportation and Logistics
Energy and Utilities
Telecommunications
Professional Services
Food and Beverage
Mining and Resources
Relevant Teams
Procurement
Legal
Finance
Operations
Supply Chain
Risk Management
Vendor Management
Commercial Operations
Contract Administration
Project Management
Relevant Roles
Procurement Manager
Supply Chain Director
Vendor Relations Manager
Contract Administrator
Legal Counsel
Chief Financial Officer
Operations Director
Commercial Manager
Risk Manager
Category Manager
Sourcing Specialist
Business Unit Head
Chief Operating Officer
Project Manager
Account Manager
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