Legal Termination Resolutions

LEGAL TERMINATION RESOLUTIONS

This Mutual Termination Resolutions (the "Resolutions") is made and entered into as of by and between Company Name: , an entity of type C Corporation LLC Other, with principal address: ; and Other Party Name: , an entity of type C Corporation LLC Other, with principal address: .

RECITALS

WHEREAS, the parties previously entered into that certain agreement titled dated (the "Agreement");

WHEREAS, the parties have determined that it is in their mutual best interests to terminate the Agreement and to resolve any and all disputes, claims and obligations arising thereunder on the terms and conditions set forth herein; and

WHEREAS, the governing bodies and authorized representatives of each party have duly considered and approved this mutual termination and authorized the individuals executing this Resolutions to take all actions necessary to effectuate the terms herein.

NOW, THEREFORE, BE IT RESOLVED

1. Termination. The Agreement identified above and any ancillary agreements, schedules, amendments, statements of work, or purchase orders between the parties that relate to the Agreement (collectively, the "Terminated Obligations") are hereby terminated and canceled effective as of the Effective Date set forth above. From and after such Effective Date, neither party shall have any further future obligations under the Terminated Obligations except as expressly set forth in this Resolutions.
2. Mutual Release. Except for the covenants and obligations expressly surviving termination under this Resolutions, each party, on behalf of itself and its affiliates and each of their respective past and present officers, directors, employees, agents and representatives, hereby fully and forever releases, remises and discharges the other party and its affiliates and their respective officers, directors, employees, agents and representatives from any and all claims, demands, causes of action, liabilities, obligations, damages, losses, costs and expenses of any nature whatsoever, whether known or unknown, asserted or unasserted, that arise out of or relate to the Terminated Obligations or to events occurring prior to the Effective Date.
3. Consideration. As material consideration for the mutual releases and other rights granted herein, the parties acknowledge receipt of good and valuable consideration, the sufficiency of which is hereby acknowledged. Specific consideration provided under this Resolutions, if any, shall be described as follows:
4. Effect on Rights; Survival. Notwithstanding the foregoing, rights and obligations that by their nature are intended to survive termination, including obligations of confidentiality, indemnification for acts occurring prior to termination, payment obligations accrued prior to Effective Date (unless otherwise waived below), and representations and warranties by either party that by their terms survive, shall remain in full force and effect as provided herein. Any provision that by its terms contemplates performance after termination shall survive.
5. Covenant to Cooperate; Further Assurances. Each party shall execute and deliver such further instruments and take such further actions as may be reasonably necessary or desirable to give full effect to the intent and purposes of this Resolutions, including providing reasonable cooperation to effectuate winding down obligations, transfer of records, and termination notices to third parties.
6. Representations and Warranties. Each party represents and warrants to the other that: (a) it has full corporate power and authority to execute and deliver this Resolutions and to perform its obligations hereunder; (b) the execution and delivery of this Resolutions and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action; and (c) this Resolutions constitutes a legal, valid and binding obligation enforceable against such party in accordance with its terms.
7. Indemnification. Subject to any limitation expressly agreed in this Resolutions, each party shall indemnify, defend and hold harmless the other party and its affiliates and their respective officers, directors and employees from and against any losses, claims, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any breach of the indemnifying party's representations, warranties or obligations under this Resolutions or arising from claims by third parties attributable to acts or omissions occurring prior to the Effective Date.

NOTICE

All notices, requests, demands and other communications required or permitted by this Resolutions shall be in writing and shall be delivered to the parties at the following addresses (or to such other address as either party may designate by notice):

MISCELLANEOUS

Governing Law. This Resolutions shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles.

Entire Agreement. This Resolutions constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, representations and understandings, whether written or oral, relating thereto.

Severability. If any provision of this Resolutions is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and such invalid, illegal or unenforceable provision shall be reformed only to the extent necessary to make it enforceable while preserving the parties' intent.

Amendments; Waiver. This Resolutions may be amended, modified or supplemented only by a written instrument executed by both parties. No failure or delay by either party in exercising any right hereunder shall operate as a waiver of such right, nor shall any single or partial exercise preclude other or further exercise of such right or the exercise of any other right.

Counterparts and Electronic Signatures. This Resolutions may be executed in any number of 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, including scanned images of original signatures, shall be effective to bind the parties as if original signatures had been delivered.

Further Assurances. Each party agrees to execute and deliver such additional documents and to do such further acts as may be reasonably necessary to carry out the provisions and intent of this Resolutions.

ADDITIONAL TERMS

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