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1. Parties: Identifies all parties to the termination agreement, including their full legal names, addresses, and any relevant registration numbers
2. Background: Recitals describing the original contract, its date, and the mutual decision to terminate
3. Definitions: Defines key terms used in the termination agreement
4. Termination Date: Specifies the effective date of termination and any conditions precedent
5. Mutual Release: Details the mutual release of obligations and liabilities between parties
6. Settlement of Accounts: Outlines any final payments, reconciliations, or financial settlements required
7. Return of Property: Specifies requirements for returning any physical or intellectual property
8. Confidentiality: Confirms continuing obligations regarding confidential information
9. Surviving Provisions: Identifies which provisions from the original contract survive termination
10. Governing Law: Specifies the jurisdiction and governing law for the termination agreement
11. Execution: Signature blocks and execution requirements
1. Third Party Rights: Addresses any third-party rights affected by the termination, used when third parties have rights under the original contract
2. Non-Disparagement: Mutual agreement not to make negative statements about each other, typically used in sensitive or high-profile terminations
3. Insurance and Indemnities: Specifies continuing insurance obligations or indemnities, used when there are ongoing risks or liabilities
4. Intellectual Property Rights: Detailed provisions regarding IP ownership and licenses post-termination, used when IP is a significant component of the original contract
5. Employee Matters: Addresses any employment-related issues, used when the contract termination affects employees
6. Public Announcements: Controls over public statements about the termination, used for significant commercial relationships
7. Transition Arrangements: Details any transitional services or arrangements, used when immediate termination would be disruptive
1. Original Contract: Copy of the original contract being terminated
2. Settlement Statement: Detailed breakdown of any financial settlements, including calculations
3. Property Inventory: List of physical or intellectual property to be returned or transferred
4. Outstanding Obligations: List of any continuing obligations or surviving provisions
5. Execution Formalities: Any specific execution requirements or power of attorney documentation
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