Legal Termination Notification Form

LEGAL TERMINATION NOTIFICATION FORM

This Legal Termination Notification Form (the Notice) is delivered on this date: Day Month Year by Notifying Party Name: with principal address: to Recipient Party Name: with principal address: .

RECITALS

WHEREAS, the Notifying Party and the Recipient Party entered into a written agreement entitled: dated Day Month Year (the Agreement);

WHEREAS, the Notifying Party asserts that certain events, acts or omissions have occurred that give rise to a right to terminate the Agreement under Section(s) of the Agreement; and

WHEREAS, the parties desire to set forth the effective termination mechanics, obligations and remedies associated with termination of the Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereby agree as follows:

1. TERMINATION NOTICE AND EFFECTIVE DATE

1.1 Notice of Termination. The Notifying Party hereby provides formal notice of termination of the Agreement pursuant to the rights described in the Agreement and applicable law. The Effective Termination Date shall be Day Month Year unless otherwise agreed in writing by the parties.

2. REASONS FOR TERMINATION

2.1 Grounds. The termination asserted is (select all applicable):

3. OBLIGATIONS UPON TERMINATION

3.1 Cessation of Performance. As of the Effective Termination Date, each party shall cease performance of obligations that are terminable, except as provided in this Notice or required by law. Each party shall continue to perform obligations that by their nature survive termination.

3.2 Return of Property and Confidential Information. Within days after the Effective Termination Date, each party shall return or destroy the other party's tangible property and Confidential Information in its possession, except as required to be retained for legal or regulatory purposes. Specify exceptions or special items to be returned:

3.3 Transition Cooperation. The parties shall cooperate in good faith to effect an orderly transition of services, records and responsibilities. Transition activities, if any, and associated costs shall be described here:

4. FINAL ACCOUNTING AND PAYMENTS

4.1 Final Invoices. The Notifying Party requests that the Recipient Party submit any final invoices for services rendered or reimbursable expenses no later than Day Month Year .

4.2 Payment Timing. Payment of undisputed amounts shall be made within days after receipt of an acceptable invoice, subject to setoff rights expressly reserved by either party in the Agreement.

5. CONFIDENTIALITY AND SURVIVAL

5.1 Survival. The parties acknowledge that obligations for confidentiality, indemnification, payment of amounts due, limitations on liability and any other provisions that by their terms survive termination shall remain in full force and effect despite termination of the Agreement.

5.2 Confidential Information. Each party's obligations with respect to the other party's Confidential Information shall continue in accordance with the Agreement. Any permitted retention of Confidential Information must be identified and the lawful basis for retention stated here:

6. REPRESENTATIONS, WARRANTIES AND CERTIFICATION

6.1 Authority. Each party represents and warrants that it has full corporate or organizational power and authority to enter into this Notice, to perform its obligations hereunder, and that execution and delivery of this Notice has been duly authorized.

6.2 Certification of Accuracy. The Notifying Party certifies that, to the best of its knowledge after reasonable inquiry, the facts and grounds for termination as set forth in this Notice are accurate and complete and that the person signing below is authorized to provide this Notice on behalf of the Notifying Party.

7. REMEDIES; INDEMNIFICATION

7.1 Remedies. Termination of the Agreement is without prejudice to any other rights or remedies available to either party under the Agreement or at law or in equity, including the right to seek damages or specific performance as appropriate.

7.2 Indemnification. Each party shall remain liable for any indemnification obligations incurred prior to the Effective Termination Date and shall indemnify the other party for claims arising from its acts or omissions in connection with the Agreement or this Notice.

8. NOTICES

8.1 Designated Notice Contacts. All notices required or permitted hereunder shall be sent to the following contacts for each party (method: certified mail, personal delivery, or courier unless the Agreement specifies otherwise):

9. MISCELLANEOUS

9.1 Governing Law. This Notice shall be governed by and construed in accordance with the laws of the state or jurisdiction specified in the Agreement. If no jurisdiction is specified in the Agreement, indicate chosen governing law:

9.2 Entire Agreement. This Notice and the Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior oral or written statements relating thereto to the extent they are inconsistent with this Notice.

9.3 Severability. If any provision of this Notice is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remainder of this Notice shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves the original intent to the extent possible.

9.4 Amendments and Waiver. No amendment, modification or waiver of any provision of this Notice shall be effective unless reduced to writing and signed by authorized representatives of both parties. No waiver by either party of any breach shall be deemed a waiver of any subsequent breach.

9.5 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. Signatures transmitted by electronic means shall be binding for all purposes.

SIGNATURES

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