Legal Rescinding Letter

LEGAL RESCINDING LETTER

This Rescinding Letter (the "Letter") is made and entered into as of Effective Date: by and between Client Name: with address and Recipient Name: with address .

RECITALS

WHEREAS, the parties previously entered into an agreement titled dated (the "Original Agreement"); and

WHEREAS, the parties desire to rescind and terminate the Original Agreement in accordance with the terms set forth in this Letter, and to set forth the parties' mutual understandings as to the effect of such rescission.

WHEREAS, the parties acknowledge and intend that this Letter operate as a contractual instrument effectuating the rescission and allocation of rights and obligations described herein.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained in this Letter and other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For the purposes of this Letter, capitalized terms not otherwise defined have the meanings given in the Original Agreement. "Rescission Effective Date" means the Effective Date set forth above, unless a different date is specified in writing below:

2. RESCISSION

As of the Rescission Effective Date, the parties hereby mutually rescind and terminate the Original Agreement in its entirety. The parties agree that, except as expressly provided in this Letter, neither party shall have any further rights, duties, liabilities, or obligations under the Original Agreement arising on or after the Rescission Effective Date.

3. EFFECT OF RESCISSION

The parties agree that the rescission shall be retroactive to the extent permitted by law and shall place the parties in the position they occupied prior to the execution of the Original Agreement. To that end, within days of the Rescission Effective Date, each party shall: (a) return or destroy Confidential Information and property of the other party as directed in writing; and (b) take all commercially reasonable actions necessary to effectuate the rescission.

4. RELEASE

Subject to the limited exceptions expressly set forth in this Letter, each party hereby releases and forever discharges the other party and its affiliates, officers, employees, agents and successors from any and all claims, demands, causes of action, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or in connection with the Original Agreement, whether known or unknown, asserted or unasserted, up to the Rescission Effective Date.

5. RESERVATION OF CERTAIN RIGHTS

Notwithstanding the foregoing, nothing in this Letter shall (a) affect any right to injunctive or equitable relief that may be available; (b) waive or release either party from liabilities that by their nature survive termination or rescission under applicable law; or (c) modify any party's obligations under statutes or regulations that cannot be waived.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that (a) it has the full corporate or individual power and authority to enter into and perform its obligations under this Letter; (b) the person signing on behalf of each party is duly authorized to execute this Letter; and (c) execution and delivery of this Letter and performance hereunder do not violate any applicable law or contractual obligation.

7. NOTICES

Client Notice Address

Recipient Notice Address

All notices under this Letter shall be in writing and shall be deemed given when delivered personally, sent by certified mail return receipt requested, or sent by nationally recognized overnight courier to the addresses provided above, or to such other address as a party designates by written notice to the other.

8. AMENDMENTS; WAIVER

This Letter may be amended or modified only by a written instrument duly executed by both parties. No waiver of any provision of this Letter shall be effective unless in writing and signed by the party against whom enforcement is sought; no course of dealing shall be deemed a waiver.

9. GOVERNING LAW

This Letter shall be governed by and construed in accordance with the laws of the state or jurisdiction specified here: without regard to its conflict of laws principles.

10. ENTIRE AGREEMENT

This Letter constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings, agreements and communications, whether oral or written, concerning the rescission of the Original Agreement.

11. SEVERABILITY

If any provision of this Letter is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the invalid provision shall be reformed only to the minimum extent necessary to make it valid and enforceable.

12. COUNTERPARTS; EXECUTION

This Letter 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. Signatures delivered by electronic means shall be valid and binding.

ADDITIONAL TERMS

Statement of Reason for Rescission (optional)

The parties acknowledge that they have read and understand this Letter, that they have had the opportunity to consult counsel of their choice, and that they enter into this Letter voluntarily and with full knowledge of its legal effect.

Sign Now