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1. Parties: Identifies all parties to the termination agreement, including their full legal names and addresses
2. Background: Recitals that identify the original contract, its date, and the parties' mutual desire to terminate it
3. Definitions: Defines key terms used in the termination agreement, including reference to the original contract
4. Termination: States the mutual agreement to terminate and specifies the effective date of termination
5. Settlement of Outstanding Obligations: Details how any outstanding payments, deliverables, or obligations will be handled
6. Mutual Release: Contains mutual releases from future claims relating to the original contract
7. Return of Property: Specifies the process and timeline for returning any property, documents, or materials
8. Confidentiality: Confirms which confidentiality obligations survive the termination
9. Governing Law: Specifies that Philippine law governs the termination agreement
10. Entire Agreement: Confirms this document represents the entire agreement regarding the termination
11. Execution: Signature blocks and execution formalities
1. Surviving Provisions: Lists any provisions from the original contract that will survive termination - include if there are specific clauses that should remain in effect
2. Transition Arrangements: Details any transitional period or handover requirements - include if there's a complex handover needed
3. Non-Disparagement: Mutual agreements not to make negative statements about each other - include for sensitive or high-profile terminations
4. Tax Provisions: Addresses tax implications of the termination - include if there are significant tax considerations
5. Intellectual Property: Clarifies ownership and usage rights of IP post-termination - include if IP was involved in the original contract
6. Employee/Personnel Matters: Addresses any staffing implications - include if there are employee transfers or restrictions
7. Insurance and Indemnity: Specifies ongoing insurance obligations or indemnities - include for high-risk contracts
1. Schedule 1 - Original Contract: Copy or details of the contract being terminated
2. Schedule 2 - Settlement Statement: Detailed breakdown of any financial settlements, including calculations
3. Schedule 3 - Property Inventory: List of all property, documents, or materials to be returned by either party
4. Schedule 4 - Outstanding Obligations: Comprehensive list of all obligations and their status at termination
5. Schedule 5 - Transition Plan: Detailed timeline and steps for any transition process
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