Contract Denunciation Notice

CONTRACT DENUNCIATION NOTICE

This Contract Denunciation Notice (the "Notice") is given by with principal address (the "Denouncing Party"), to with principal address (the "Other Party"), concerning the agreement titled executed on .

RECITALS

WHEREAS, the Denouncing Party and the Other Party entered into the Contract identified above and performed obligations thereunder; and

WHEREAS, the Contract contains a termination, denunciation, or notice provision permitting one or both parties to denounce or terminate the Contract upon providing written notice in accordance with the Contract's terms; and

WHEREAS, the Denouncing Party intends to exercise its right to denounce the Contract consistent with the relevant contractual provision and applicable law.

NOW THEREFORE, for good and valuable consideration acknowledged by the parties, the Denouncing Party and the Other Party agree as follows:

1. NOTICE OF DENUNCIATION

1.1 Denunciation. The Denouncing Party hereby gives formal written notice of denunciation of the Contract pursuant to the Contract's termination provisions and applicable law. The Denouncing Party elects to denounce the Contract on the grounds indicated in Section 1.3 and seeks cessation of future obligations as set forth herein.

1.2 Effective Date. The effective date of termination of the Contract shall be (the "Effective Date"), unless otherwise extended by mutual written agreement of the parties.

1.3 Grounds for Denunciation (check applicable):
Material breach by the Other Party Expiration or completion of contract term Termination for convenience Other (specify below)

2. OBLIGATIONS PENDING TERMINATION

2.1 Performance Until Effective Date. Except as otherwise agreed in writing, each party shall perform all obligations accrued and required to be performed prior to the Effective Date. No party shall willfully withhold performance of obligations that are expressly required to be performed prior to the Effective Date.

2.2 Return of Property. Within thirty (30) days after the Effective Date, each party shall return or destroy confidential materials, property, equipment, or data belonging to the other party as required by the Contract. Specify any known items to be returned:

3. SETTLEMENT OF ACCOUNTS

3.1 Outstanding Amounts. The parties acknowledge that, as of the date of this Notice, the sum of $ is due and owing by and will be paid in accordance with the Contract or as otherwise agreed in writing.

3.2 Final Accounting. Within sixty (60) days after the Effective Date, the parties shall exchange a final accounting of fees, expenses and credits, and shall cooperate in good faith to reconcile and settle amounts owed.

4. CONFIDENTIALITY AND SURVIVAL

4.1 Survival. Except to the extent expressly waived in writing, all provisions of the Contract that by their nature are intended to survive termination, including but not limited to confidentiality, indemnification, liability limitations and intellectual property provisions, shall survive the Effective Date.

5. REPRESENTATIONS AND WARRANTIES

5.1 Authority. Each party represents and warrants that it has full corporate or legal authority to deliver this Notice and to perform its obligations hereunder, and that the individual signing on its behalf is authorized to bind that party.

6. REMEDIES; RESERVATION OF RIGHTS

6.1 Reservation of Rights. The issuance of this Notice shall not constitute a waiver of any rights or remedies available to the Denouncing Party or the Other Party at law or in equity, including rights to damages, specific performance or injunctive relief, unless expressly waived in a signed writing by the party entitled to such rights.

7. NOTICES

7.1 Method of Notice. All notices required or permitted under this Notice shall be given in writing and delivered by hand, certified mail, overnight courier, or electronic mail to the addresses set forth below or to such other address as a party designates in writing.

8. MISCELLANEOUS PROVISIONS

8.1 Governing Law. This Notice shall be governed by and construed in accordance with the laws of the jurisdiction agreed in the Contract. If the Contract does not designate governing law, the laws of the state or jurisdiction where the Denouncing Party has its principal place of business shall govern.

8.2 Entire Agreement. This Notice, together with the Contract, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating thereto to the extent inconsistent with this Notice.

8.3 Severability. If any provision of this Notice is held to be illegal, invalid or unenforceable, such provision shall be severed to the minimum extent necessary and the remaining provisions shall remain in full force and effect.

8.4 Amendments; Waiver. No amendment, modification or waiver of any provision of this Notice shall be effective unless in writing and signed by both parties. Waiver by a party of any breach shall not be deemed a waiver of any subsequent breach.

8.5 Counterparts. This Notice may be executed in counterparts, each of which when executed and delivered shall be deemed an original, and all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be binding for all purposes.

CERTIFICATION

The undersigned certifies under penalty of perjury that the information contained in this Notice is true and correct to the best of the signer’s knowledge, that the signer is authorized to act on behalf of the party identified, and that delivery of this Notice conforms with the applicable notice provisions of the Contract.

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