Legal Notice of Non-Renewal

LEGAL NOTICE OF NON-RENEWAL

Date of Notice:

This Notice of Non-Renewal is issued by and between Non-Renewing Party: whose principal address is and Other Party: whose principal address is . The parties are collectively referred to herein as the Parties.

RECITALS

WHEREAS, the Parties entered into a written agreement identified as: dated (the "Agreement");

WHEREAS, the Agreement is subject to renewal or extension and provides for a current Term that expires on ; and

WHEREAS, the Non-Renewing Party elects to decline renewal or extension of the Agreement upon the expiration of the current Term in accordance with the Agreement and applicable law.

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

1. NOTICE OF NON-RENEWAL

The Non-Renewing Party hereby gives formal notice that it will not renew, extend, or otherwise continue the Agreement beyond the current Term. The Parties agree that the Agreement shall terminate on the Expiration Date specified in the Agreement or, if earlier, on the date set forth in Section 2 below.

2. EFFECTIVE DATE OF NON-RENEWAL

The non-renewal effected by this Notice shall be effective as of (the "Effective Non-Renewal Date"): . From and after that date, no further renewal rights shall accrue to either Party under the Agreement.

3. OBLIGATIONS DURING WIND-DOWN

During the period between the date of this Notice and the Effective Non-Renewal Date, the Parties shall continue to perform all obligations required by the Agreement, including without limitation payment obligations, performance standards, and delivery schedules. The Non-Renewing Party reserves all rights to seek specific performance, injunctive relief, or damages for material breaches occurring prior to or after the Effective Non-Renewal Date.

4. RETURN OF PROPERTY; ACCESS

Each Party shall return or make available for return any confidential information, materials, equipment, or other property belonging to the other Party in accordance with the Agreement. If access to facilities or systems is required to effectuate the wind-down, the Parties shall coordinate access in a manner that preserves security and confidentiality and minimizes disruption.

5. CONFIDENTIALITY; PRESERVATION OF RIGHTS

Notwithstanding non-renewal, all confidentiality, non-disclosure, indemnity, limitation of liability, and survival provisions of the Agreement shall survive the Effective Non-Renewal Date to the fullest extent permitted by the Agreement and applicable law. The issuance of this Notice shall not constitute a waiver of any claim or cause of action the Non-Renewing Party may have against the Other Party.

6. REMEDIES

The Parties acknowledge and agree that remedies for breach or failure to comply with this Notice include, but are not limited to, specific performance, injunctive relief, and monetary damages. Nothing in this Notice shall be deemed to limit any right to seek such remedies at law or in equity.

7. NOTICES

All notices required or permitted under this Notice shall be in writing and delivered to the addresses set forth below by certified mail (return receipt requested), nationally recognized overnight courier, hand delivery, or by email where the Agreement permits electronic notice. Notices shall be effective upon receipt.

Method of Service (select all that apply):
Certified Mail   Hand Delivery   Overnight Courier   Email to:

8. GOVERNING LAW

This Notice shall be governed by and construed in accordance with the laws of the state of without regard to principles of conflicts of law. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising out of or relating to this Notice.

9. ENTIRE AGREEMENT

This Notice, together with the Agreement and any documents expressly referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

10. SEVERABILITY

If any provision of this Notice is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. The Parties shall endeavor in good faith to replace any invalid or unenforceable provision with a valid provision that achieves, to the extent possible, the Parties' original intent.

11. AMENDMENTS; WAIVER

This Notice may be amended, modified, or supplemented only by a written instrument executed by authorized representatives of both Parties. No waiver by either Party of any breach of any provision of this Notice shall be deemed a waiver of any subsequent breach of the same or any other provision.

12. COUNTERPARTS

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. Facsimile or electronic signatures shall be binding for all purposes.

13. ACKNOWLEDGMENT

By signing below, each Party acknowledges receipt of this Notice, affirms that the person signing has the authority to bind the Party, and understands that the Agreement will not be renewed beyond the Effective Non-Renewal Date specified above.

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