Legal Disassociation Notice

Legal Disassociation Notice

This Legal Disassociation Notice (the "Notice") is made and entered into effective as of the (the "Effective Date"), by and between Notifying Party: whose principal place of business is , and Disassociated Party: whose principal place of business is .

Recitals

WHEREAS, Notifying Party and Disassociated Party have been associated in the capacity described as (the "Association"); and

WHEREAS, Notifying Party has determined that it is appropriate to terminate and disassociate Disassociated Party from certain duties, authorities, access rights, and representations specified herein; and

WHEREAS, the parties desire to record the terms and procedures by which the disassociation will occur and the respective obligations of each party following disassociation.

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. Notice of Disassociation

Notifying Party hereby provides formal notice that, effective as of the Effective Date specified above, Disassociated Party is disassociated from the Association and shall no longer act on behalf of, represent, bind or otherwise hold itself out as an agent, partner, employee, authorized representative or affiliate of Notifying Party with respect to the activities and authorities described in Section 2 below. This Notice withdraws any actual or apparent authority previously held by Disassociated Party to act for or bind Notifying Party.

2. Scope of Disassociation

The disassociation shall be limited to the following roles, authorities, and relationships (check all that apply and describe where applicable):

Termination of authority to enter into contracts, agreements or commitments on behalf of Notifying Party Revocation of access to premises, systems and accounts Termination of representation with clients, customers or third parties Other (specify):

3. Confidentiality and Continuing Obligations

Disassociated Party acknowledges and agrees that all obligations to maintain the confidentiality of proprietary or confidential information of Notifying Party disclosed during the Association shall survive this disassociation and shall continue in accordance with any existing confidentiality agreement between the parties. In the absence of a separate confidentiality agreement, Disassociated Party shall not retain, use or disclose Confidential Information and shall take reasonable measures to protect such information from unauthorized disclosure.

4. Return or Destruction of Property and Records

Disassociated Party shall, within calendar days of the Effective Date, return to Notifying Party all documents, records, equipment, keys, access cards, identification, electronic files, and other property belonging to Notifying Party. If any such property cannot be returned, Disassociated Party shall certify in writing the reason and propose a method for secure destruction. Itemize property to be returned or destroyed:

5. Client and Third-Party Notifications; Transition Assistance

Notifying Party shall determine the manner and timing of any notification to clients, customers or third parties regarding the disassociation. Disassociated Party agrees to cooperate in good faith with reasonable transition activities, including timely transfer of matters, files and necessary communications to effect an orderly transition. The parties shall coordinate transfer plans within calendar days after the Effective Date.

6. Representations and Warranties

Each party represents and warrants that it has the full corporate or individual power and authority to enter into this Notice, that this Notice constitutes its legal, valid and binding obligation enforceable in accordance with its terms, and that the execution, delivery and performance of this Notice will not conflict with or result in a breach of any other agreement or obligation of such party.

7. Indemnification

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or related to the Indemnifying Party's breach of this Notice, its negligence, willful misconduct, or any actions taken by the Indemnifying Party in violation of this Notice.

8. Cooperation; Access to Records

For a reasonable period following the Effective Date, and subject to applicable confidentiality obligations, each party shall cooperate with the other and provide reasonable access to records and information necessary to effectuate the transition contemplated by this Notice. Requests for access shall be made in writing and the producing party shall respond within a commercially reasonable time.

9. Public Statements

Except as required by law, neither party shall make any public announcement or issue any press release regarding the disassociation without the prior written consent of the other party. Any agreed public statement shall accurately reflect the terms of this Notice and shall be subject to mutual approval, which shall not be unreasonably withheld.

10. Governing Law

This Notice shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any disputes arising under this Notice.

11. Notices

Any notice, request, demand or other communication required or permitted under this Notice shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), sent by nationally recognized overnight courier, or sent by email with confirmed delivery to the addresses set forth below:

12. Amendments; Waiver; Entire Agreement; Severability; Counterparts

This Notice may be amended only by a written instrument executed by both parties. No waiver of any breach or default under this Notice shall be effective unless in writing and signed by the party granting the waiver. This Notice, together with any documents expressly referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements. If any provision of this Notice is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the invalid or unenforceable provision shall be reformed to the extent necessary to make it enforceable. This Notice 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.

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