Legal MTD Document

Legal MTD Document

This Mutual Termination and Release Agreement (the Agreement) is entered into as of Effective Date: by and between Party A: with principal address at , and Party B: with principal address at .

RECITALS

WHEREAS, Party A and Party B are parties to a certain agreement described as the Original Agreement dated (the Original Agreement) pursuant to which the parties had certain rights, obligations and covenants; and

WHEREAS, the parties desire to terminate the Original Agreement and to resolve, settle and release all claims, obligations and disputes that relate to or arise out of the Original Agreement on the terms set forth in this Agreement; and

WHEREAS, the parties acknowledge that this Agreement is a negotiated instrument made for the purpose of concluding their mutual rights and obligations without admission of liability by either party.

NOW, THEREFORE

In consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

Capitalized terms used in this Agreement shall have the meanings assigned to them in the Original Agreement, except where otherwise defined herein. In addition, "Claims" means any and all past, present or future claims, demands, suits, causes of action, obligations, liabilities, losses and damages, whether known or unknown, asserted or unasserted, that relate to or arise out of the Original Agreement or the parties' dealings thereunder.

2. TERMINATION

The parties hereby mutually terminate and rescind the Original Agreement effective as of Termination Date: . From the Effective Date forward, neither party shall have any right to exercise remedies or to claim rights under the Original Agreement except as expressly provided in this Agreement.

3. MUTUAL RELEASE

Subject to the terms and conditions of this Agreement, each party, on behalf of itself and its agents, successors and assigns, hereby releases, acquits and forever discharges the other party and its agents, employees, officers, directors, affiliates, successors and assigns from any and all Claims, whether known or unknown, arising out of or in any way connected with the Original Agreement through the Effective Date, except for obligations expressly surviving under this Agreement.

4. CONSIDERATION

In full and final consideration for the mutual releases and covenants herein, Party A shall pay to Party B the sum of (Consideration Amount) payable in accordance with the following schedule:

Payment shall be made without setoff or deduction except as required by operation of applicable law. Each party is solely responsible for its own taxes arising from the transactions contemplated by this Agreement.

5. CONFIDENTIALITY

The parties agree to keep the terms and existence of this Agreement confidential and not to disclose them to any third party except (a) as required by law or court order, (b) to the extent necessary to enforce the terms of this Agreement, or (c) to each party's legal or financial advisors who agree to be bound by confidentiality obligations. Breach of this confidentiality provision shall entitle the non-breaching party to injunctive relief in addition to any other remedies available at law or in equity.

6. RETURN OF PROPERTY

Each party shall promptly return to the other party all property, documents, materials and confidential information belonging to the other party in its possession by Return Deadline: . Any retained copies shall be destroyed except where retention is required by law or pursuant to a bona fide archival policy.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has full corporate or individual power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement and the performance of its obligations will not violate any other agreement to which it is a party; and (c) no bankruptcy, insolvency or similar proceedings are pending or, to its knowledge, threatened against it.

8. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of the representations, warranties or covenants made by the indemnifying party in this Agreement.

9. NO ADMISSION

The parties agree that this Agreement constitutes a compromise of disputed claims and shall not be construed as an admission of liability, fault, or wrongdoing by any party for any purpose.

10. NOTICES

All notices, requests, demands and other communications 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 a party may designate by notice in accordance with this Section.

11. AMENDMENT; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties. No waiver shall be effective unless signed in writing by the party granting the waiver. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law.

13. SEVERABILITY

If any provision of this Agreement 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 to the fullest extent permitted by law.

14. ENTIRE AGREEMENT

This Agreement (including any schedules or exhibits hereto) 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, relating thereto.

15. COUNTERPARTS

This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures provided by electronic means or facsimile shall be binding and deemed original signatures for all purposes.

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