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1. Parties: Identification of all parties to the termination agreement, including their full legal names, registration numbers, and registered addresses
2. Background: Recitals explaining the original contract details, reason for termination, and context of the termination agreement
3. Definitions: Definitions of key terms used in the agreement, including reference to defined terms from the original contract where relevant
4. Termination Date and Effect: Specific date when the original contract will terminate and the immediate effects of termination
5. Mutual Release: Mutual release of obligations and liabilities between the parties post-termination
6. Settlement of Outstanding Amounts: Details of any final payments, refunds, or financial settlements between the parties
7. Return of Property: Requirements for returning any physical or intellectual property, documents, or materials
8. Confidentiality: Ongoing obligations regarding confidential information post-termination
9. Surviving Provisions: Identification of any provisions from the original contract that will survive termination
10. Governing Law: Confirmation that Malaysian law governs the termination agreement
11. Execution: Signature blocks and execution requirements
1. Non-Compete and Non-Solicitation: Include when the original contract contained these provisions and they need to be addressed in the termination context
2. Transition Arrangements: Include when there needs to be a handover period or transition of services/products
3. Intellectual Property Rights: Include when IP rights need to be specifically addressed post-termination
4. Dispute Resolution: Include when specific dispute resolution mechanisms need to be established for post-termination issues
5. Public Announcements: Include for high-profile contracts where public communications about the termination need to be coordinated
6. Tax Provisions: Include when there are specific tax implications that need to be addressed
7. Insurance and Indemnity: Include when ongoing insurance obligations or specific indemnities need to be addressed
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, calculations, and payment terms
3. Schedule 3 - Return of Property Schedule: Itemized list of all physical and intellectual property to be returned by each party
4. Schedule 4 - Transition Plan: Detailed timeline and responsibilities for any transition arrangements
5. Schedule 5 - Release Documents: Forms of any specific releases or discharge documents to be executed
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