Legal Termination Letter

Legal Termination Letter

This Termination Letter (this "Letter") is made as of Effective Date: by and between Company Name: with principal place of business at ("Company"), and Counterparty Name: with principal place of business at ("Counterparty"). Company and Counterparty may be referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

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

WHEREAS, the Parties desire to terminate the Agreement on the terms set forth in this Letter and to allocate the rights, obligations and liabilities arising prior to and after termination;

WHEREAS, the Parties intend that this Letter set forth the full and final terms for the termination of the Agreement and that, upon the Effective Date, no further obligations will remain except as expressly provided herein.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained in this Letter 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 but not otherwise defined in this Letter shall have the meanings assigned to them in the Agreement. For purposes of this Letter, "Effective Date" means the date set forth above.

2. TERMINATION

2.1 Termination Effective Date. The Agreement is hereby terminated effective as of (the "Termination Date").

2.2 Basis for Termination. The termination is made on the following basis (select all that apply): Termination for convenience Termination for cause Mutual agreement

2.3 If termination for cause, identify the alleged material breach(es) and basis for termination:

3. OBLIGATIONS UPON TERMINATION

3.1 Wind-Down and Transition. For a period of days following the Termination Date, the Parties shall cooperate in good faith to effect an orderly wind-down and transition of services, including delivery of project documentation, knowledge transfer and reasonable assistance as requested by the non-terminating Party.

3.2 Final Accounting and Payment. Company shall pay to Counterparty a final amount of for unpaid fees and reimbursable expenses properly invoiced and documented through the Termination Date. Such payment shall be due on or before .

3.3 Payments made pursuant to this Section shall be the sole and exclusive financial remedy for termination except as expressly provided herein.

4. CONFIDENTIALITY; SURVIVAL

4.1 All confidentiality, non-disclosure, non-solicitation and proprietary rights and obligations set forth in the Agreement shall survive termination of the Agreement and remain in full force and effect for the periods specified in the Agreement or, if not specified, for a period of three (3) years from the Termination Date.

4.2 Each Party acknowledges that monetary damages may be insufficient remedy for breach of confidentiality and that the non-breaching Party shall be entitled to equitable relief in addition to any other remedies available at law or in equity.

5. RETURN OF PROPERTY; DATA

5.1 Each Party shall promptly return or destroy, at the request of the other Party, all tangible property, confidential information and data belonging to the other Party in its possession within days of the Termination Date. Certificates of destruction shall be delivered if requested.

5.2 To the extent backup copies are retained pursuant to reasonable record retention policies, such copies shall remain subject to the confidentiality obligations described in this Letter.

6. MUTUAL RELEASE

6.1 Subject to receipt of the Final Payment referred to in Section 3.2, each Party, on behalf of itself and its affiliates and assigns, hereby releases and forever discharges the other Party and its affiliates, officers, directors, employees and agents from any and all claims, demands, causes of action, liabilities and obligations arising out of or relating to the Agreement and the Parties' relationship thereunder, whether known or unknown, accrued or unaccrued, that arose prior to the Termination Date.

6.2 The foregoing release shall not apply to: (a) any obligations that expressly survive termination under this Letter; (b) claims arising from fraud, willful misconduct, or gross negligence; or (c) indemnification obligations that arise under the Agreement and are expressly preserved.

7. INDEMNIFICATION; TAXES

7.1 Each Party shall remain responsible for any liabilities, claims, taxes or obligations resulting from its acts or omissions prior to the Termination Date, and shall indemnify and hold the other Party harmless from any third-party claims to the extent arising from such acts or omissions.

7.2 Any taxes, withholdings or similar charges arising from payments made under this Letter shall be the responsibility of the Party required by applicable law to bear such charges.

8. NOTICES

Any notice, demand or communication required or permitted under this Letter shall be in writing and shall be deemed to have been duly given if delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses set forth below or to such other address as a Party designates by written notice in accordance with this Section.

9. REPRESENTATIONS; AUTHORITY

Each Party represents and warrants that it has full corporate power and authority to enter into and perform this Letter, that the signatory executing this Letter on its behalf is duly authorized to do so, and that this Letter constitutes a valid and binding obligation enforceable against such Party in accordance with its terms.

10. GOVERNING LAW; VENUE

This Letter shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The Parties consent to the exclusive jurisdiction of the state and federal courts located in that State for resolution of any dispute arising out of or relating to this Letter.

11. ENTIRE AGREEMENT; SEVERABILITY

This Letter, together with those provisions of the Agreement expressly preserved by this Letter, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral, relating to such subject matter. If any provision of this Letter is held to be invalid or unenforceable, 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.

12. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Letter shall be effective unless in writing and signed by both Parties. No failure or delay by either Party in exercising any right under this Letter shall operate as a waiver of such right. This Letter may be executed in counterparts, each of which shall be deemed an original, and execution by electronic signature shall be permitted and binding.

13. MISCELLANEOUS

The headings in this Letter are for convenience of reference only and shall not affect the interpretation of this Letter. The obligations set forth in this Letter that by their nature are intended to survive termination shall so survive.

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