Consultant Agreement Termination Notice

Consultant Agreement Termination Notice

This Termination Notice (the "Notice") is delivered as of by Company: with principal address to Consultant: with principal address pursuant to the Consultant Agreement dated (the "Agreement").

Recitals

WHEREAS, Company engaged Consultant to perform certain professional services described in the Agreement and Consultant has performed certain work thereunder; and

WHEREAS, the Parties desire to terminate the Agreement in accordance with the Agreement's termination provisions and to set forth the obligations of the Parties upon termination.

WHEREAS, this Notice is intended to constitute written notice of termination delivered in accordance with the Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Company and Consultant agree as follows:

1. Notice of Termination

Company hereby terminates the Agreement effective as of (the "Termination Effective Date"). The termination is made pursuant to the following ground(s) (check all that apply) and is effective upon delivery of this Notice:

2. Termination Obligations

Upon receipt of this Notice, Consultant shall immediately cease performance of any services that are not expressly approved in writing by Company for purposes of wind-down or transition. Consultant shall deliver to Company, no later than calendar days after the Termination Effective Date, all work product, reports, documents, data, and other materials related to the Agreement, whether completed or in progress.

3. Payment and Final Accounting

Company shall pay Consultant for undisputed fees and reimbursable expenses incurred and properly invoiced through the Termination Effective Date. Consultant shall submit a final invoice no later than days following the Termination Effective Date, documenting time, fees, and reasonable expenses. Company will remit payment for undisputed amounts within days after receiving the final invoice.

Any amounts disputed by Company shall be itemized in writing within the payment period and the Parties shall negotiate in good faith to resolve such disputes within thirty (30) days.

4. Return of Property and Confidential Information

Consultant shall, within days of the Termination Effective Date, return to Company all Company property, equipment, documents, and any Confidential Information (as defined in the Agreement). Consultant shall certify in writing that all such property has been returned or securely destroyed.

5. Transition Assistance

If requested by Company in writing, Consultant shall provide reasonable transition assistance for up to days following the Termination Effective Date, at Consultant's standard rates, unless otherwise agreed in writing. Any such services shall be subject to the terms of the Agreement to the extent not inconsistent with this Notice.

6. Confidentiality; Survival

All confidentiality, non-disclosure, intellectual property assignment, indemnity, payment, and other obligations that by their nature survive termination shall survive in accordance with the terms of the Agreement. Nothing in this Notice waives any rights or remedies available to either Party under the Agreement or applicable law, except as expressly set forth in a written release signed by both Parties.

7. Mutual Release (Limited)

Except for (a) obligations to pay undisputed amounts due under Section 3, (b) confidentiality and intellectual property obligations that survive termination, and (c) claims arising from fraud or willful misconduct, each Party releases the other from any and all claims, demands, liabilities, and causes of action arising out of the Agreement prior to the Termination Effective Date. This release is limited and does not affect rights that expressly survive under the Agreement.

8. Notices

All notices required or permitted under this Notice shall be in writing and shall be delivered in accordance with the Notice provisions of the Agreement. For convenience, the Parties designate the following notice addresses:

9. Amendments; Waiver; Counterparts

This Notice may be amended only by a written instrument executed by both Parties. No waiver of any provision of this Notice shall be effective unless in writing and signed by the Party waiving compliance. This Notice may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

10. Governing Law; Entire Agreement; Severability

This Notice shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law rules. This Notice, together with the Agreement to the extent not inconsistent herewith, constitutes the entire agreement between the Parties with respect to the subject matter hereof. If any provision of this Notice is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11. Miscellaneous

Each Party represents and warrants that it has full power and authority to enter into and perform this Notice and that the person signing below is duly authorized to execute this Notice on behalf of such Party.

Delivery of an executed counterpart of this Notice by electronic transmission (for example, by PDF or other commonly used format) shall be effective as delivery of an original.

The undersigned certify that they are authorized representatives of their respective Parties and that this Notice is intended to be a legally binding instrument.

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