Legal Termination of Agreement

LEGAL TERMINATION OF AGREEMENT

This Termination Agreement (the "Agreement") is made and entered into as of , by and between , a Corporation LLC Individual , with principal place of business at (\"Party A\"), and , a Corporation LLC Individual , with principal place of business at (\"Party B\"). Party A and Party B are hereinafter collectively referred to as the \"Parties.\" The Parties entered into that certain agreement titled dated (the \"Original Agreement\").

RECITALS

WHEREAS, the Parties entered into the Original Agreement pursuant to which each Party assumed certain obligations and rights; and

WHEREAS, the Parties now wish to terminate the Original Agreement in its entirety, to resolve and finally settle any and all claims arising out of or relating to the Original Agreement, and to set forth the terms and conditions governing such termination; and

WHEREAS, the Parties acknowledge that they have had full opportunity to inspect records and consult counsel and that the terms set forth herein represent a fair and reasonable allocation of rights and obligations between them.

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

1. DEFINITIONS

1.1 Capitalized terms used in this Agreement that are not otherwise defined have the meanings assigned to them in the Original Agreement. For purposes of this Agreement, \"Effective Date\" means the date set forth in Section 2 below.

2. TERMINATION

2.1 Termination. The Parties hereby agree that the Original Agreement shall be terminated and of no further force or effect as of the Effective Date. Except as expressly set forth in this Agreement, neither Party shall have any further liability or obligation to the other under the Original Agreement after the Effective Date.

2.2 Effective Date. The Effective Date of termination shall be .

3. TERMINATION PAYMENT

3.1 Payment. In consideration for the mutual releases and covenants in this Agreement, Party shall pay to Party the sum of (the \"Termination Payment\") in immediately available funds within days after the Effective Date.

4. MUTUAL RELEASE

4.1 Mutual Release. Except for obligations expressly preserved by this Agreement, each Party hereby fully and forever releases, remise, and discharges the other Party, and its officers, directors, employees, agents and affiliates, from any and all claims, demands, actions, causes of action, suits, debts, liabilities, obligations and expenses, whether known or unknown, suspected or unsuspected, that the releasing Party has or might have had arising out of or in any way related to the Original Agreement through the Effective Date.

5. CONFIDENTIALITY

5.1 Survival of Confidentiality. All confidentiality and non-disclosure obligations contained in the Original Agreement shall survive termination to the extent such obligations relate to information disclosed prior to the Effective Date. Neither Party shall disclose the terms or existence of this Agreement except as required by law or to its legal and financial advisors on a confidential basis.

6. RETURN OF PROPERTY

6.1 Return. Each Party shall promptly return to the other all tangible property, confidential information, documents, data and equipment belonging to the other Party in its possession or control no later than days after the Effective Date.

7. TRANSITION ASSISTANCE

8. REPRESENTATIONS AND WARRANTIES

8.1 Each Party represents and warrants to the other that: (a) it is duly organized and validly existing under applicable law and has the power and authority to enter into and perform its obligations under this Agreement; (b) the execution and delivery of this Agreement and the transactions contemplated hereby have been duly authorized by all necessary corporate or other action; and (c) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms.

9. INDEMNIFICATION

9.1 Indemnification. Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims arising out of (a) breaches of representations and warranties set forth in this Agreement, or (b) the breaching Party's willful misconduct or gross negligence with respect to obligations arising prior to the Effective Date.

10. LIMITATION OF LIABILITY

10.1 Except for liabilities resulting from willful misconduct, fraud or a Party's indemnification obligations under this Agreement, neither Party shall be liable to the other for any consequential, incidental, special or punitive damages.

11. NOTICES

11.1 Method. All notices required or permitted under this Agreement shall be in writing and delivered by personal delivery, nationally recognized overnight courier, certified mail (return receipt requested), or by email provided confirmation copy is sent by one of the foregoing methods and addressed to the Parties at the addresses set forth below or to such other address as a Party may specify in writing.

12. AMENDMENT; WAIVER; COUNTERPARTS

12.1 Amendment. This Agreement may be amended or modified only by a written instrument executed by both Parties.

12.2 Waiver. No waiver by either Party of any breach or default under this Agreement shall be deemed to be a waiver of any preceding or subsequent breach.

12.3 Counterparts. This Agreement 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 electronically transmitted signatures shall be binding.

13. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law.

13.2 Severability. If any provision of this Agreement 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.

13.3 Entire Agreement. This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, relating thereto.

14. MISCELLANEOUS

14.1 Further Assurances. Each Party shall execute and deliver such further documents and take such further actions as may be reasonably required to effectuate the purposes of this Agreement.

14.2 Expenses. Except as otherwise expressly provided, each Party shall bear its own attorneys' fees and costs associated with the negotiation and execution of this Agreement.

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