Expiration Notice Letter

EXPIRATION NOTICE LETTER

Date:

RECITALS

WHEREAS, Client Name: and Service Provider Name: previously entered into a written agreement identified as Agreement Number: dated (the "Agreement").

WHEREAS, the parties acknowledge that the Agreement is scheduled to expire on (the "Expiration Date"); and the parties desire to provide formal notice of such expiration and to document post-expiration obligations and options for renewal or close-out.

WHEREAS, this Expiration Notice Letter sets forth the parties' mutual understanding concerning scope of any residual obligations, proposals for continued services, payment reconciliation, and notice procedures required by the Agreement and applicable law.

NOTICE

This document constitutes formal notice that the Agreement will expire on the Expiration Date identified above. Unless the parties execute a written renewal agreement or an amendment prior to the Expiration Date, the Agreement shall terminate as of the Expiration Date except for any provisions that by their terms or by law survive termination.

SCOPE OF WORK

PAYMENT TERMS

Outstanding Balance Due (if any): $

Late Payment Fee: . Unless otherwise agreed in writing, late fees accrue on unpaid balances beginning the first day after the payment due date and compound monthly to the fullest extent permitted by law.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Notice Period for Termination (if party elects to terminate prior to expiration): days. Either party may terminate for material breach if the breaching party fails to cure within the notice period required by the Agreement. Termination shall be without prejudice to any rights or remedies that accrued prior to termination.

CONFIDENTIALITY

All Confidential Information as defined in the Agreement shall remain subject to the confidentiality obligations set forth in the Agreement and shall survive expiration or termination for the period specified therein. Each party shall continue to safeguard Confidential Information and shall limit disclosure to those employees, contractors or advisors who have a need to know and who are bound to confidentiality obligations no less restrictive than those in the Agreement. The obligations of confidentiality do not extend to information that is or becomes publicly known through no improper act of the receiving party, that is rightfully obtained from a third party without restriction, or that is independently developed.

RENEWAL OPTION

Renewal Desired: Yes No

DELIVERY OF NOTICE

Notices required or permitted under this Expiration Notice Letter shall be delivered in the manner set forth in the Agreement. For convenience, parties may indicate preferred delivery method below; selecting a method below does not alter any contractual notice requirements unless both parties execute a written amendment confirming such change.

Email Certified Mail Hand Delivery

GOVERNING LAW

This Expiration Notice Letter shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

ENTIRE AGREEMENT

This Expiration Notice Letter, together with the Agreement and any written amendments executed by the parties, constitutes the entire agreement between the parties with respect to the matters addressed herein and supersedes all prior negotiations, understandings, and agreements, whether written or oral, relating to the expiration, renewal, or transition described in this letter.

ACKNOWLEDGMENT

By signing below, the parties acknowledge receipt of this Expiration Notice Letter, confirm the accuracy of the information provided, and agree to cooperate in good faith to effectuate any transition, final payment, or renewal activities described herein.

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