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1. Parties: Identification of all parties to the termination agreement, including their full legal names, addresses, and company registration numbers if applicable
2. Background: Recitals describing the original contract, its key terms, and the parties' mutual desire to terminate the contract
3. Definitions: Definitions of key terms used in the termination agreement, including reference to defined terms from the original contract where relevant
4. Termination: Clear statement of the mutual agreement to terminate the original contract and the effective date of termination
5. Mutual Release: Provisions for mutual release of claims, liabilities, and obligations arising from the original contract
6. Settlement of Outstanding Obligations: Details of any final payments, returns of property, or other obligations that must be fulfilled as part of the termination
7. Surviving Provisions: Identification of any provisions from the original contract that will survive the termination
8. Confidentiality: Obligations regarding continued confidentiality of sensitive information obtained during the contract period
9. Governing Law and Jurisdiction: Confirmation that Hong Kong law governs the termination agreement and designation of Hong Kong courts' jurisdiction
10. Entire Agreement: Statement that this document represents the entire agreement regarding the termination
11. Execution: Signature blocks and execution requirements for all parties
1. Return of Materials: Detailed provisions for the return or destruction of confidential information, materials, or equipment - include when physical items or sensitive information need to be returned
2. Non-Disparagement: Mutual agreements not to make negative statements about each other - particularly relevant for employment or high-profile commercial relationships
3. Tax Provisions: Specific arrangements regarding tax implications of the termination - include when significant financial settlements are involved
4. Intellectual Property Rights: Provisions dealing with ownership and usage rights of IP post-termination - include when IP was created or used during the contract period
5. Employee Matters: Provisions regarding employees or contractors - include when terminating business relationships involving staff transfers
6. Insurance and Indemnification: Specific provisions about ongoing insurance obligations or indemnities - include for high-risk or regulated industries
7. Public Announcements: Agreement on how to communicate the termination to third parties - include for public companies or high-profile relationships
1. Schedule 1 - Original Contract: Copy or details of the original contract being terminated
2. Schedule 2 - Outstanding Payments: Detailed list of any outstanding payments, including amounts, payment dates, and payment methods
3. Schedule 3 - Assets Register: List of any assets or materials to be returned or transferred between parties
4. Schedule 4 - Completion Checklist: List of actions to be completed by each party as part of the termination process
5. Appendix A - Form of Release: Standard form of release to be signed by relevant parties or stakeholders
6. Appendix B - Settlement Calculation: Detailed calculations of any settlement amounts or adjustments
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