Legal Termination Packet

LEGAL TERMINATION PACKET

This Legal Termination Packet (the "Agreement") is made and entered into as of Effective Date: by and between Party A Name: with principal address: ("Terminating Party") and Party B Name: with principal address: ("Other Party"). Each of Terminating Party and Other Party may be referred to individually as a "Party" and together as the "Parties."

RECITALS

WHEREAS, the Parties entered into one or more agreements, including any ancillary schedules and amendments described in Schedule B, under which the Parties had ongoing obligations to one another (collectively, the "Underlying Agreements"); and

WHEREAS, the Parties desire to terminate the Underlying Agreements in accordance with the terms and conditions set forth in this Agreement and to allocate final obligations, returns of property, and releases between the Parties; and

WHEREAS, the Parties intend by this Agreement to resolve any outstanding administrative matters and to provide mutual releases as 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 ascribed to them in the Underlying Agreements. In addition:

1.1 "Effective Termination Date" means the date specified by the Parties below as the date upon which the Underlying Agreements are terminated: .

2. TERMINATION

2.1 Termination. The Parties hereby agree that the Underlying Agreements are terminated and shall be of no further force or effect as of the Effective Termination Date, subject to the survival of those provisions expressly designated to survive.

2.2 Reason for Termination (select all that apply):
Material breach by other Party Mutual agreement Expiration of term Other (describe):

3. OBLIGATIONS UPON TERMINATION

3.1 Return of Property. Each Party shall, within the period of thirty (30) days after the Effective Termination Date (or such other period agreed in writing), return to the other Party all confidential information, materials, documents, equipment, and other tangible property belonging to the other Party as identified in Schedule A.

3.2 Final Accounting and Payments. The Parties shall complete a final accounting of all amounts due under the Underlying Agreements and shall make payment of any undisputed amounts within thirty (30) days after delivery of final invoices. Any disputed amounts shall be addressed pursuant to the dispute resolution provisions of the Underlying Agreements unless otherwise agreed in writing.

3.3 Employee and Third-Party Matters. Each Party shall be responsible for its own employees, subcontractors, and independent contractors and shall comply with applicable laws relating to wages, benefits, and termination; the Parties will cooperate to facilitate orderly transition of services.

4. CONFIDENTIALITY

4.1 Except as otherwise permitted in the Underlying Agreements, each Party shall continue to hold in confidence the other Party's Confidential Information and shall not use such information except as necessary to carry out the obligations specified in this Agreement. Confidentiality obligations shall survive termination for the period specified in the Underlying Agreements or for a period of five (5) years if no period is specified.

5. MUTUAL RELEASE

5.1 Subject to Section 3.2, and except for obligations expressly reserved to survive in this Agreement, each Party, on behalf of itself and its affiliates and representatives, hereby fully and forever releases and discharges the other Party and its affiliates, officers, directors, employees, agents, successors and assigns from all claims, liabilities, causes of action, suits, losses, costs and expenses of every kind whether known or unknown, asserted or unasserted, that arise out of or relate to the Underlying Agreements or the Parties' relationship through the Effective Termination Date.

6. REPRESENTATIONS AND WARRANTIES

6.1 Each Party represents and warrants that (a) it has full right, power and authority to enter into and perform this Agreement; (b) the execution and performance of this Agreement have been duly authorized by all necessary corporate or other organizational action; and (c) this Agreement constitutes a legal, valid and binding obligation enforceable against such Party in accordance with its terms.

7. INDEMNIFICATION

7.1 Subject to the terms of the Underlying Agreements, each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) to the extent arising from that Party's breach of this Agreement or its negligence or willful misconduct in performing obligations under this Agreement.

8. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below (or to such other address as a Party may designate by notice):

9. SURVIVAL; LIMITATIONS

9.1 Those provisions of this Agreement and the Underlying Agreements which by their nature are intended to survive termination, including confidentiality, indemnification, releases, and limitations of liability, shall survive such termination for the period specified herein or under the Underlying Agreements.

10. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to its conflicts of law principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that jurisdiction for any action arising out of or relating to this Agreement.

11. ENTIRE AGREEMENT; AMENDMENTS; SEVERABILITY; WAIVER

11.1 Entire Agreement. This Agreement, together with the schedules and exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes and replaces all prior negotiations, understandings and agreements, whether written or oral.

11.2 Amendments. No amendment, modification or supplement to this Agreement shall be binding unless executed in writing by authorized representatives of both Parties.

11.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the invalid or unenforceable provision shall be construed so as to effectuate the original intent of the Parties as closely as possible.

11.4 Waiver. No waiver of any breach of any provision of this Agreement shall be deemed a waiver of any preceding or subsequent breach. The failure of either Party to insist upon strict performance of any provision shall not be construed as a waiver of such provision.

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 transmitted by electronic means shall be deemed original signatures for all purposes.

ADDITIONAL TERMS AND ATTACHMENTS

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