Legal Notice of Cessation

LEGAL NOTICE OF CESSATION

This Legal Notice of Cessation (the "Notice") is made and entered into as of by and between Party A: , Address: , Contact: and Party B: , Address: , Contact: .

RECITALS

WHEREAS, the parties entered into certain agreements and arrangements concerning (the "Operations") under Contract/Reference No.: ; and

WHEREAS, one or both parties have determined that the Operations will cease in whole or in part for the reasons identified herein; and

WHEREAS, the parties wish to provide formal notice of such cessation and to set forth the rights, obligations and procedures that apply following cessation.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. NOTICE OF CESSATION

Party (selecting party effecting cessation): Party A Party B

Effective Date of Cessation: . Subject to the terms of this Notice, the identified Operations shall cease on the Effective Date to the extent set forth herein.

2. SCOPE OF CESSATION

The cessation shall apply to the following scope: . Notwithstanding cessation, parties remain bound by obligations that by their nature survive termination or cessation, including but not limited to warranty obligations, indemnities, confidentiality, and any obligations to governmental authorities.

3. REASONS FOR CESSATION

The parties identify the reason(s) for cessation (check all that apply):

Permanent cessation Temporary suspension Completion of project or contract

Insolvency or bankruptcy Other (specify below)

4. OBLIGATIONS UPON CESSATION

Within a reasonable period following the Effective Date, each party shall (a) undertake a final accounting of costs and payments related to the Operations; (b) preserve and provide access to records as required by Section 5; (c) return all tangible property and confidential materials of the other party; and (d) take steps necessary to mitigate risk to personnel, assets and the environment. Final accounting must be delivered by: .

5. RECORDS AND ACCESS

Records Custodian: . Location of Records: . The custodian shall permit access to records during normal business hours upon reasonable advance notice for the purpose of audit, regulatory compliance or dispute resolution.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full corporate or organizational power and authority to enter into this Notice, that its execution and delivery has been duly authorized, and that this Notice constitutes a legal, valid and binding obligation enforceable in accordance with its terms.

7. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any and all claims, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of breach of this Notice, willful misconduct, or negligence occurring prior to or after the Effective Date to the extent caused by the indemnifying party.

8. CONFIDENTIALITY

The parties acknowledge that material non-public information and confidential documents may be exchanged in connection with cessation activities. Unless otherwise required by law, each party shall maintain the confidentiality of such information and shall not disclose it to third parties without the prior written consent of the disclosing party.

9. NOTICES

All notices, requests, demands and other communications required or permitted under this Notice shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by written notice).

10. GOVERNING LAW; DISPUTE RESOLUTION

This Notice shall be governed by and construed in accordance with the laws of the State of , without regard to choice-of-law principles. The parties shall attempt in good faith to resolve any dispute arising under this Notice through negotiation; if unresolved, disputes shall be resolved by the courts located in the county of the governing state identified above.

11. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT; WAIVER

This Notice constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings. If any provision of this Notice is held unenforceable, the remaining provisions shall continue in full force and effect. This Notice may be amended only by written instrument executed by both parties. Failure to enforce any provision shall not constitute a waiver of that provision.

12. COUNTERPARTS; ELECTRONIC SIGNATURES

This Notice may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be effective and binding.

13. ADDITIONAL PROVISIONS

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