Legal Termination Request Form

LEGAL TERMINATION REQUEST FORM

Requesting Party Name:    Recipient Party Name:

Contract Title:    Original Execution Date:

RECITALS

WHEREAS: Requesting Party and Recipient Party entered into the agreement identified above under which one or more obligations remain outstanding, including but not limited to payment obligations, delivery of materials, and performance of services;

WHEREAS: Requesting Party asserts that grounds exist to terminate the agreement pursuant to the express terms of the agreement, applicable law, or by mutual agreement of the parties; and

WHEREAS: The parties desire to document the Requesting Party's formal request to terminate the agreement and to identify the actions, obligations, and remedies required upon termination.

NOW THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. TERMINATION REQUEST

Requesting Party hereby requests termination of the agreement identified above. This request constitutes a formal notice that Requesting Party intends to terminate the agreement on the Effective Date of Termination set forth in Section 2 below, unless otherwise agreed in writing by the parties.

2. EFFECTIVE DATE OF TERMINATION

Effective Date of Termination: . If no date is provided, termination shall be effective in accordance with the agreement's notice provisions or applicable law.

3. GROUNDS FOR TERMINATION

The termination request is made on the following grounds (check all that apply):

Material breach by Recipient Party
Nonpayment or insolvency
Termination for convenience as permitted by the agreement
Mutual agreement of the parties
Other (describe below)

4. OBLIGATIONS UPON TERMINATION

Upon the Effective Date of Termination, unless otherwise specified in the agreement or agreed in writing, the parties shall comply with the following obligations:

1. Return or destruction of confidential materials in accordance with the confidentiality provisions of the agreement and certification of such return if requested in writing by either party.
2. Immediate cessation of any further performance of services for which compensation would otherwise accrue, except to the extent necessary to wind down activities in a commercially reasonable manner as required to mitigate damages.
3. Payment by the owing party of all accrued but unpaid amounts through the Effective Date of Termination as described in Section 5 below.

5. RETURN OF PROPERTY AND DATA

Each party shall promptly return to the other party all tangible property, equipment, documents, and records belonging to the other party. For electronic data and records, the returning party shall either securely transfer or permanently delete such data in accordance with the agreement and provide written certification of compliance upon request.

6. CONFIDENTIALITY; SURVIVAL

All provisions of the agreement that by their nature survive termination, including confidentiality, non-disclosure, indemnification, limitation of liability, and dispute resolution clauses, shall survive such termination and remain in full force and effect in accordance with their terms.

Acknowledgement by Requesting Party that confidentiality obligations survive termination

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it is duly authorized to enter into and execute this Termination Request Form and that the person signing on its behalf is authorized to bind the party to the terms set forth herein. No party has assigned any rights under the agreement that would impair the effectiveness of this termination.

8. INDEMNIFICATION

Except as expressly limited by the agreement, each party shall indemnify, defend and hold harmless the other party from and against any and all claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising from that party's breach of the agreement prior to the Effective Date of Termination or from that party's willful misconduct or gross negligence.

9. NOTICES

All notices or communications required or permitted under this Termination Request Form shall be made in writing and shall be delivered to the addresses set forth below, or to such other address as a party may designate by notice to the other party in accordance with this Section.

10. GOVERNING LAW; VENUE

This Termination Request Form shall be governed by and construed in accordance with the laws of the state specified in the original agreement. Absent an express governing law provision in the agreement, the laws of the state of the Requesting Party's principal place of business shall govern. The parties submit to the exclusive jurisdiction of the courts of that state for any dispute arising out of or related to this Termination Request Form.

11. ENTIRE AGREEMENT; SEVERABILITY

This Termination Request Form, together with the agreement and any written amendments referenced herein, constitutes the entire understanding between the parties with respect to the subject matter hereof. If any provision of this Termination Request Form is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

12. AMENDMENT; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Termination Request Form shall be effective unless in writing and signed by both parties. A waiver by either party of any breach shall not operate or be construed as a waiver of any subsequent breach. This Termination Request Form may be executed in counterparts and transmitted by electronic means, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

13. AUTHORIZED REPRESENTATIVE

The person signing below on behalf of each party represents and warrants that they are authorized to bind the respective party to this Termination Request Form.

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