Legal Termination of Services Agreement

LEGAL TERMINATION OF SERVICES AGREEMENT

This Termination of Services Agreement ("Agreement") is made and entered into as of by and between Client Name: with address: and Service Provider Name: with address: .

RECITALS

WHEREAS, Client and Service Provider entered into a Services Agreement dated (the "Services Agreement") pursuant to which Service Provider agreed to provide certain services (the "Services");

WHEREAS, the parties desire to terminate the Services Agreement and to set forth their respective rights and obligations arising from that termination; and

WHEREAS, the parties have agreed to resolve outstanding obligations, deliverables, and final accounting on the terms set forth below.

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

For purposes of this Agreement, capitalized terms not otherwise defined shall have the meanings set forth in the Services Agreement. In addition:

(a) "Effective Date" means the termination date specified in Section 2; and (b) "Outstanding Obligations" means all services performed but not yet paid for, invoices not yet issued, and any other unpaid liabilities or deliverables arising under the Services Agreement through the Effective Date.

2. TERMINATION

The parties hereby terminate the Services Agreement, effective as of (the "Effective Date"), subject to the provisions of this Agreement.

Termination is: Mutual For Cause (Breach) Expiration of Term Other

If termination is for breach, the breaching party shall have a cure period of days measured from receipt of written notice identifying the alleged breach. Where no cure occurs within that period, the non-breaching party may exercise its rights under this Agreement.

3. SERVICES AND OBLIGATIONS UPON TERMINATION

As of the Effective Date, Service Provider shall cease performance of Services except to the extent necessary to wind down activities and deliver completed work products. Service Provider shall deliver to Client, within days, all final deliverables and work-in-progress described below, and shall provide reasonable assistance to transfer such work to Client or a successor.

Deliverables and outstanding tasks (describe):

4. PAYMENT AND FINAL ACCOUNTING

Client shall pay Service Provider for all Services performed through the Effective Date in accordance with the Services Agreement. Service Provider shall submit a final, itemized invoice within days of the Effective Date.

Final Payment Amount due from Client to Service Provider: . The parties agree that any disputed amounts shall be identified in writing with supporting documentation and resolved in accordance with the dispute resolution provisions of the Services Agreement.

Final accounting and supporting documentation shall be provided by Service Provider together with the final invoice.

5. CONFIDENTIALITY

All confidentiality, non-disclosure, and data protection obligations arising under the Services Agreement shall survive termination for a period of years, except as otherwise required by law. Each party shall continue to protect the other party's Confidential Information with at least the same degree of care used prior to termination.

6. RETURN OF PROPERTY AND MATERIALS

Each party shall promptly return or destroy the other party's confidential materials, tangible property, and copies thereof within days of the Effective Date. Service Provider shall certify in writing the return or destruction of such items upon Client's request.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that (a) it has full power and authority to enter into and perform this Agreement; (b) execution and delivery of this Agreement and performance hereunder have been duly authorized; and (c) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms.

8. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, willful misconduct, or violation of applicable law in connection with activities prior to or arising from the termination.

9. LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or indemnification obligations, neither party shall be liable to the other for special, incidental, consequential, or punitive damages. Each party's aggregate liability for direct damages shall be limited to the lesser of (a) the total amounts paid or payable under the Services Agreement during the twelve (12) months preceding the Effective Date or (b) .

10. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be delivered to the parties at the addresses set forth below (or to such other address as a party may specify in writing):

11. AMENDMENTS; WAIVER

This Agreement may be amended or modified only by a written instrument executed by authorized representatives of both parties. No waiver by either party of any breach shall be deemed a waiver of any subsequent breach.

12. 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. Signatures delivered by electronic transmission shall be binding and treated as original signatures.

13. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the State of exclusive of its conflicts of law principles. If any provision of this Agreement is held invalid or unenforceable, such provision shall be modified to the maximum extent permitted to reflect the parties' intent and the remainder of this Agreement shall remain in full force and effect. This Agreement, together with the Services Agreement solely to the extent expressly retained by this Agreement, constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, whether written or oral.

14. MISCELLANEOUS

The provisions set forth in this Agreement that by their nature are intended to survive termination shall survive the Effective Date, including but not limited to Sections 4 through 9 and this Section 14.

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