Contract Termination Letter

CONTRACT TERMINATION LETTER

This Contract Termination Letter is made and entered into by and between Client Name: and Contractor Name: (each a "Party" and collectively the "Parties"), with principal places of business as follows: Client Address: ; Contractor Address: .

RECITALS

WHEREAS, the Parties previously entered into a written agreement titled: , dated (the "Agreement"); and

WHEREAS, the Parties desire to terminate the Agreement in accordance with the terms set forth herein and to address outstanding obligations, payments and the effect of termination.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the sufficiency of which is acknowledged, the Parties agree as follows:

1. TERMINATION

1.1 Effective Date of Termination. The Parties hereby agree that the Agreement shall terminate effective as of (the "Termination Date"). From and after the Termination Date, all obligations of the Parties under the Agreement shall cease except as expressly preserved by this Termination Letter.

1.2 Basis for Termination. The Agreement is terminated pursuant to (select applicable reason(s)): Breach or material default Termination for convenience Mutual agreement of the Parties Other (specify):

2. EFFECT OF TERMINATION

2.1 Cessation of Services. Upon the Termination Date, each Party will immediately cease performance of any remaining duties under the Agreement except as necessary to wind down activities and perform obligations expressly preserved by this Termination Letter.

2.2 Survival. Provisions of the Agreement that by their nature are intended to survive termination, including but not limited to confidentiality, indemnification, payment obligations, and any accrued rights or liabilities, shall survive and continue in full force and effect as provided therein or as otherwise set forth in this Termination Letter.

3. OUTSTANDING OBLIGATIONS

3.1 Description. The Parties acknowledge the existence of certain outstanding obligations, deliverables or services to be addressed in connection with termination. Describe outstanding obligations:

3.2 Completion and Return. Each Party shall promptly take all reasonable actions required to effect an orderly wind-down including the return or secure destruction of confidential materials and the transfer or completion of any in-process deliverables identified above.

4. PAYMENTS AND SETTLEMENT

4.1 Settlement Amount. To settle all outstanding sums, the Parties agree that Party to be paid: shall receive an aggregate payment in the amount of (the "Settlement Amount"), subject to applicable offsets and set-offs.

4.2 Payment Terms. Payment of the Settlement Amount shall be made in accordance with the following terms:

5. CONFIDENTIALITY

5.1 Continued Confidentiality. Except as otherwise expressly agreed in writing, each Party shall continue to abide by any confidentiality obligations arising under the Agreement. Confidential information shall not be used except to effectuate the wind-down and settlement contemplated herein.

6. RELEASE

6.1 Mutual Release. Subject to receipt of the Settlement Amount and performance of the obligations set forth herein, each Party hereby releases and forever discharges the other Party and its affiliates from all claims, demands, causes of action, liabilities and obligations arising under or in connection with the Agreement through the Termination Date, except for claims arising from fraud, willful misconduct, or obligations expressly preserved by this Termination Letter.

7. REPRESENTATIONS AND WARRANTIES

7.1 Mutual Representations. Each Party represents and warrants that it has the full right, power and authority to enter into this Termination Letter and that the execution, delivery and performance of this Termination Letter has been duly authorized by all necessary corporate or organizational action.

8. NOTICES

8.1 Notices. All notices required or permitted under this Termination Letter shall be in writing and shall be delivered to the contact information below:

9. AMENDMENT; WAIVER; COUNTERPARTS

9.1 Amendment. This Termination Letter may be amended only by a written instrument signed by both Parties.

9.2 Waiver. No waiver of any provision of this Termination Letter shall be effective unless in writing and signed by the Party against whom enforcement is sought. The failure to exercise any right shall not constitute a waiver of such right.

9.3 Counterparts. This Termination Letter may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

10.1 Governing Law. This Termination Letter shall be governed by and construed in accordance with the laws of the jurisdiction specified by the Parties: , without regard to conflict of laws principles.

10.2 Entire Agreement. This Termination Letter constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, agreements and understandings relating thereto, except to the extent any provisions of the Agreement are expressly continued by this Termination Letter.

10.3 Severability. If any provision of this Termination Letter is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the intent of the Parties as nearly as possible.

11. MISCELLANEOUS

11.1 Further Assurances. Each Party shall execute and deliver such further documents and take such further actions as may be reasonably required to carry out the purposes of this Termination Letter.

11.2 Costs. Except as otherwise provided in this Termination Letter, each Party shall bear its own costs and expenses incurred in connection with the negotiation and execution of this Termination Letter.

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