Legal Termination Intent Form

LEGAL TERMINATION INTENT FORM

This Legal Termination Intent Form is made and entered into by and between Client Name: with Address: and Counterparty Name: with Address: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, the Parties are presently bound by one or more agreements, obligations, and understandings described as: (the "Existing Agreement(s)"); and

WHEREAS, a Party has expressed an intent to terminate or the Parties have negotiated termination of the Existing Agreement(s) in accordance with the terms and conditions set forth herein; and

WHEREAS, the Parties wish to document in writing the material terms governing the Parties' intent to terminate in order to preserve their respective rights and to ensure an orderly transition and final accounting.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the Parties agree as follows:

1. NOTICE OF INTENT TO TERMINATE

1.1 Declaration. The Party delivering this form hereby provides formal written notice of intent to terminate the Existing Agreement(s). The initiating Party is:

1.2 Nature of Termination. The termination is indicated as: Mutual Unilateral For Cause Without Cause

1.3 Stated Reasons. The initiating Party states the reason(s) for termination as follows:

2. TERMINATION DATE AND EFFECT

2.1 Effective Termination Date. The Parties intend that the Existing Agreement(s) will terminate effective on: (the "Termination Date").

2.2 Effect of Termination. On the Termination Date, the Parties' obligations under the Existing Agreement(s) shall cease except as otherwise expressly preserved in this Form. Any provision that by its nature is intended to survive termination, including confidentiality, indemnity, payment obligations accrued prior to termination, and dispute resolution, shall survive.

3. OBLIGATIONS DURING NOTICE PERIOD

3.1 Interim Performance. Until the Termination Date, each Party shall continue to perform its material obligations under the Existing Agreement(s) in good faith to the extent practicable, subject to reasonable limitations agreed in writing.

3.2 Transition Assistance. The initiating Party shall provide transition assistance as follows (if applicable):

4. FINAL ACCOUNTING AND PAYMENT

4.1 Final Invoices. All invoices or requests for payment relating to periods prior to the Termination Date shall be submitted no later than:

4.2 Amounts Due. The Parties agree that amounts due as of the Termination Date will be reconciled and paid as follows:

4.3 Estimated Final Amount. Estimated final amount (if known):

5. CONFIDENTIALITY; RETURN OF PROPERTY

5.1 Confidentiality. Notwithstanding termination, each Party shall continue to maintain the confidentiality of Confidential Information received from the other Party in accordance with the terms of the Existing Agreement(s) or, if none, in accordance with customary standards of commercial confidentiality.

5.2 Return or Destruction. Each Party shall return or destroy the other Party's property, documents, and Confidential Information within days following the Termination Date. Items to be returned are described below:

6. RELEASE; RESERVATION OF RIGHTS

6.1 Limited Release. Subject to the Parties' express written agreement, no Party shall be deemed to have waived claims or defenses by executing this Form except to the extent a Party executes an explicit release in a separate instrument incorporated by reference.

6.2 Reservation of Rights. Except as expressly set forth in this Form, each Party reserves all rights, claims, causes of action, and defenses available at law or in equity arising from or related to the Existing Agreement(s) or conduct prior to the Termination Date.

7. REPRESENTATIONS AND WARRANTIES; INDEMNITY

7.1 Each Party represents and warrants that it has the full corporate or individual power and authority to enter into this Form and that execution and delivery of this Form has been duly authorized.

7.2 Indemnity. Each Party shall indemnify, defend, and hold harmless the other Party from and against any liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising from the indemnifying Party's breach of this Form or its obligations prior to the Termination Date.

8. NOTICES

8.1 Contact for Notices. Notices under this Form shall be sent to the addresses below (or to an updated address provided in writing):

9. AMENDMENTS; WAIVER; COUNTERPARTS

9.1 Amendments. This Form may be amended only by a written instrument duly signed by both Parties.

9.2 Waiver. No waiver of any breach or default shall be effective unless in writing and signed by the waiving Party. A waiver of any particular breach shall not operate as a waiver of any other breach.

9.3 Counterparts. This Form 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 treated as originals for all purposes.

10. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

10.1 Governing Law. This Form shall be governed by and construed in accordance with the laws of the state or jurisdiction selected by the Parties:

10.2 Severability. If any provision of this Form is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect and the Parties shall attempt in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the Parties' original intent.

10.3 Entire Agreement. This Form constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior written or oral agreements between the Parties relating to termination of the Existing Agreement(s), except to the extent the Parties execute separate, express releases or settlement agreements.

11. SIGNING REPRESENTATIONS

Each Party represents and warrants that the individual signing below is duly authorized to bind the Party for which they sign and that execution of this Form constitutes a valid and binding obligation of that Party.

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