Contractor Termination Agreement

CONTRACTOR TERMINATION AGREEMENT

This Contractor Termination Agreement (the "Agreement") is made effective as of by and between Contractor Name: and Company Name: .

RECITALS

WHEREAS, Contractor and Company entered into a written services agreement dated (the "Services Agreement"), under which Contractor performed certain services for Company; and

WHEREAS, the parties desire to terminate the Services Agreement and resolve any outstanding obligations, payments, claims and access to property and confidential information on the terms set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to provide for a final settlement of all matters between them relating to the Services Agreement.

NOW, THEREFORE

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

1. TERMINATION

1.1 Effective Termination Date. The Services Agreement and all obligations thereunder are terminated effective as of (the "Termination Date"), except as expressly provided in this Agreement.

1.2 Cessation of Services. Contractor shall cease performing any new work for Company as of the Termination Date, except for such transition services as agreed in writing in Section 5 below.

2. CONSIDERATION AND FINAL PAYMENT

2.1 Final Payment. In full and final settlement of all amounts owing to Contractor under the Services Agreement, Company shall pay Contractor the sum of (the "Final Payment"), to be paid no later than .

2.2 No Further Claims for Compensation. Upon receipt of the Final Payment, Contractor releases Company from any further claims for compensation, reimbursement, or other amounts arising from the Services Agreement except as expressly reserved in this Agreement.

3. RETURN OF COMPANY PROPERTY

3.1 Return Requirement. Contractor shall, within days of the Termination Date, return to Company all tangible and intangible property of Company in Contractor's possession, including but not limited to equipment, documents, data, access credentials, software, keys and any copies thereof.

3.2 Certification. Contractor shall certify in writing to Company that all Company property has been returned and that no copies of Company data or confidential information have been retained.

4. CONFIDENTIALITY

4.1 Continuing Obligations. Contractor acknowledges its continuing obligations to protect Company Confidential Information in accordance with the confidentiality provisions of the Services Agreement. Contractor shall not disclose, use, or permit the use of any Confidential Information except as required by law or with Company's prior written consent.

4.2 Return/Destruction. To the extent permitted by applicable law, Contractor shall promptly delete or destroy electronic Confidential Information and certify the destruction to Company.

5. COOPERATION AND TRANSITION

5.1 Transition Services. For a period of days following the Termination Date, Contractor shall cooperate in a reasonable transition of responsibilities, including the provision of documentation and assistance necessary for Company to assume the services.

5.2 Compensation for Transition. Compensation, if any, for transition services shall be limited to the amounts agreed in writing by the parties and shall not exceed the Final Payment unless expressly agreed in writing.

6. RELEASE

6.1 Mutual Release. Subject to receipt of the Final Payment and Contractor's performance of the obligations in this Agreement, Contractor releases and forever discharges Company and its affiliates, officers, directors and employees from any and all claims, demands, causes of action, liabilities and damages known or unknown, whether in contract, tort, statute or otherwise, relating to or arising out of the Services Agreement or the provision of services through the Termination Date. Company likewise releases Contractor from similar claims, except for claims arising from willful misconduct or fraud.

6.2 Exceptions. This release does not apply to (a) claims arising after the Termination Date, (b) obligations expressly preserved by this Agreement, or (c) rights to enforce this Agreement.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement, that the person signing this Agreement has the authority to bind the party, and that execution and performance will not violate any contractual or legal obligation to any third party.

8. INDEMNIFICATION

Contractor shall indemnify, defend and hold harmless Company from and against any and all claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Contractor's negligence, willful misconduct, breach of this Agreement, or failure to return Company property. Company shall indemnify Contractor for claims arising from Company's gross negligence or willful misconduct.

9. TAXES AND FINAL ACCOUNTING

Contractor acknowledges that Contractor is responsible for all federal, state and local taxes arising from amounts paid to Contractor under this Agreement. Company may withhold amounts required by applicable law. The parties shall cooperate in good faith to resolve any outstanding accounting or tax issues arising from the Services Agreement.

10. SURVIVAL

Provisions of this Agreement that by their nature survive termination or expiration, including Sections 3 (Return of Company Property), 4 (Confidentiality), 6 (Release), 8 (Indemnification), 9 (Taxes and Final Accounting), 11 (Governing Law), 12 (Entire Agreement), and 13 (Severability), shall survive the Termination Date.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses set forth below, or to such other address as either party may designate by notice.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state whose name is specified below, notwithstanding its conflict of laws rules: .

13. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and understanding 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, relating thereto.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in whole or in part for any reason, such provision shall be severed and the remaining provisions shall continue in full force and effect.

15. AMENDMENT, WAIVER AND COUNTERPARTS

15.1 Amendment. This Agreement may be amended or modified only by a written instrument signed by both parties.

15.2 Waiver. No waiver of any breach of this Agreement shall be deemed a waiver of any other or subsequent breach.

15.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be deemed original signatures for all purposes.

16. MISCELLANEOUS

16.1 Remedies. The parties acknowledge that monetary damages may be inadequate to protect certain rights, including Confidential Information, and that either party shall be entitled to seek injunctive relief and other equitable remedies in addition to any other remedies available at law or in equity.

Sign Now