Contract Termination Agreement

CONTRACT TERMINATION AGREEMENT

This Contract Termination Agreement (the Agreement) is entered into as of by and between with principal place of business at , and with principal place of business at .

Recitals

WHEREAS, the parties entered into that certain agreement entitled (the Original Agreement), dated ; and

WHEREAS, the parties desire to terminate the Original Agreement and to settle and release any and all claims arising under or relating to the Original Agreement on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, the parties desire that the termination be effective as of the Effective Termination Date set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions

1.1 "Effective Termination Date" means , unless otherwise agreed in writing by the parties.

1.2 "Claims" means any and all past, present and future claims, actions, causes of action, liabilities, obligations, demands, losses, damages, costs and expenses (including reasonable attorneys' fees) whether known or unknown, suspected or unsuspected, arising out of or in any way related to the Original Agreement.

2. Termination

2.1 Mutual Termination. The parties hereby agree that the Original Agreement is terminated effective as of the Effective Termination Date. From and after the Effective Termination Date, the Original Agreement shall be of no further force or effect and neither party shall have any obligations thereunder except as expressly preserved by this Agreement.

2.2 Preservation of Specific Provisions. Notwithstanding the foregoing, any terms of the Original Agreement that by their nature survive termination, including but not limited to confidentiality, indemnity and payment obligations expressly stated in this Agreement, shall survive and remain binding as set forth herein.

3. Release

3.1 Mutual Release. Except for the obligations expressly set forth in this Agreement, each party, on behalf of itself and its predecessors, successors and assigns, hereby fully and forever releases, remises and discharges the other party and its past and present officers, directors, employees, agents, affiliates and assigns from any and all Claims arising out of or relating to the Original Agreement through the Effective Termination Date.

3.2 No Admissions. The parties acknowledge and agree that this Agreement is a compromise of disputed claims and that nothing contained herein shall be construed as an admission of liability by any party.

4. Settlement Payment

4.1 Payment Obligation. The party obligated to make the settlement payment shall make payment in accordance with the Payment Terms above. Failure to pay when due shall constitute a material breach of this Agreement and entitle the non-breaching party to pursue all remedies available at law or in equity.

5. Confidentiality

5.1 The terms, amount and existence of this Agreement shall be kept confidential by the parties and their representatives, except as required by applicable law or as necessary to enforce this Agreement. Each party shall take reasonable measures to prevent disclosure and shall be responsible for any breach by its representatives.

6. Representations and Warranties

6.1 Each party represents and warrants that it has full power and authority to enter into this Agreement, that the person signing on its behalf is duly authorized, and that this Agreement constitutes a valid and binding obligation enforceable against such party in accordance with its terms.

7. Indemnification

7.1 Each party shall indemnify, defend and hold harmless the other party from and against any losses, damages, liabilities, claims and expenses arising out of a breach of its representations or obligations under this Agreement.

8. Cooperation and Transition

8.1 The parties shall cooperate reasonably and take such actions as are necessary to effectuate the termination and to transition any ongoing activities to the extent required by this Agreement.

9. Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as either party may designate by notice to the other in accordance with this Section.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state or other jurisdiction specified below without regard to its conflicts of law principles.

11. Entire Agreement; Severability

11.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

11.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith a substitute provision to effect the parties' intent.

12. Amendments; Waiver; Counterparts

12.1 Amendments. Any amendment or modification to this Agreement must be made in writing and signed by authorized representatives of both parties.

12.2 Waiver. No waiver of any breach or default shall be deemed a waiver of any subsequent breach or default.

12.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be binding.

13. Additional Provisions

The parties acknowledge that they have read and understood all provisions of this Agreement, have had the opportunity to seek independent legal advice, and intend to be legally bound by its terms.

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