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Termination And Mutual Release Agreement
"I need a Termination and Mutual Release Agreement to end a software development service agreement with our contractor in Hong Kong, effective March 1, 2025, including provisions for the handover of source code and a 6-month non-compete clause."
1. Parties: Identification of all parties to the agreement with their full legal names and addresses
2. Background: Recitals explaining the existing relationship between the parties and the reason for termination
3. Definitions: Definitions of key terms used throughout the agreement
4. Termination: Clear statement of what is being terminated and the effective date of termination
5. Settlement Amount: Details of any payment to be made as part of the termination
6. Mutual Release: Comprehensive mutual releases from claims, demands, and causes of action
7. Return of Property: Obligations regarding the return of any property, documents, or materials
8. Confidentiality: Ongoing obligations regarding confidential information
9. Non-Disparagement: Mutual agreements not to make negative statements about each other
10. Governing Law and Jurisdiction: Specification of Hong Kong law as governing law and jurisdiction for disputes
11. Entire Agreement: Confirmation that this agreement represents the entire understanding between the parties
12. Execution: Signature blocks and execution requirements
1. Tax Matters: Include when there are specific tax implications that need to be addressed
2. Surviving Provisions: Include when certain provisions from the original agreement need to survive termination
3. Non-Compete and Non-Solicitation: Include when post-termination restrictions on competition or solicitation are required
4. Reference and Announcements: Include when parties need to agree on how to communicate the termination to third parties
5. Insurance and Indemnification: Include when ongoing insurance obligations or specific indemnities are needed
6. Assistance with Transition: Include when one party needs to provide transition assistance to the other
7. Third Party Rights: Include when the agreement affects rights of third parties under the Contracts (Rights of Third Parties) Ordinance
8. Data Protection: Include when personal data handling needs to be addressed post-termination
1. Schedule 1 - Original Agreement(s): List and copies of all agreements being terminated
2. Schedule 2 - Settlement Payment Details: Detailed breakdown of any settlement amounts and payment terms
3. Schedule 3 - Property to be Returned: Itemized list of all property, documents, and materials to be returned
4. Schedule 4 - Surviving Obligations: Detailed list of obligations that survive termination
5. Schedule 5 - Form of Release Letter: Template for any additional release letters required from third parties
6. Schedule 6 - Outstanding Matters: List of any pending matters and how they will be handled post-termination
Authors
Financial Services
Technology
Manufacturing
Retail
Professional Services
Real Estate
Construction
Healthcare
Education
Telecommunications
Transportation
Energy
Media and Entertainment
Hospitality
Import/Export
Legal
Human Resources
Finance
Commercial
Operations
Procurement
Risk and Compliance
Business Development
Executive Leadership
Corporate Secretariat
Chief Executive Officer
Chief Legal Officer
General Counsel
Legal Director
Commercial Director
Human Resources Director
Chief Financial Officer
Contract Manager
Business Development Manager
Project Manager
Procurement Manager
Operations Director
Company Secretary
Risk Manager
Compliance Officer
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