Recusal Document Template

RECUSAL DOCUMENT TEMPLATE

Parties

Party A (Individual or Entity):

Party B (Individual or Entity):

Effective Date:

Recitals

WHEREAS, Party A holds responsibilities, duties, or interests that may give rise to an actual or potential conflict with respect to certain matters identified below; and

WHEREAS, Party B has requested written acknowledgement of recusal obligations and an agreement regarding the scope, duration, and consequences of that recusal; and

WHEREAS, the parties desire to set forth the obligations, compensation (if any), confidentiality protections, and procedures that will govern the recusal and related activities.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Recusal Declaration

Party A hereby declares that Party A will recuse from participation in the following matters and activities described in this agreement and will refrain from taking any action on behalf of Party B or representing Party B in the scope described below:

The recusal shall include, without limitation, non-participation in decision-making, advising, reviewing confidential materials, voting, negotiating, and communications described in the Scope of Recusal. Party A will promptly notify Party B in writing of any change in circumstances that may affect the scope of this recusal.

Scope of Work

The parties agree that the following scope governs any permitted interactions, transitional tasks, or limited services that Party A may perform notwithstanding the recusal:

Payment Terms

If compensation is payable to Party A for permitted activities, the parties agree to the following terms:

All reimbursements for reasonable out-of-pocket expenses must be supported by receipts. Any payment dispute shall be raised in writing within fourteen (14) days of receipt of invoice.

Term and Termination

This Agreement commences on the Effective Date and shall continue in effect until the earlier of the End Date set forth below or termination pursuant to this section.

Either party may terminate this Agreement for material breach if the breach remains uncured for the notice period above. Termination does not relieve either party from obligations that accrued prior to termination or from obligations that by their nature survive termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other in connection with the recusal, including but not limited to business, financial, and personal information. The recipient of Confidential Information shall:

(a) hold such information in strict confidence and use it solely for purposes expressly permitted by this Agreement; (b) restrict disclosure to employees, agents, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) take reasonable measures to prevent unauthorized disclosure. Confidentiality obligations shall survive termination for a period of three (3) years unless a longer period is required by applicable law.

Notwithstanding the foregoing, Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, is lawfully received from a third party, or is required to be disclosed by law or court order, provided the disclosing party is given prompt notice and the scope of disclosure is limited to the extent possible.

Recusal Procedures and Remedies

Party A will provide prompt written notice to relevant persons of the recusal and take steps reasonably necessary to avoid access to or influence over the recused matters. Breach of this recusal obligation constitutes a material breach; available remedies include injunctive relief, specific performance, and recovery of damages, including costs and attorneys' fees.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of: without regard to conflict of law principles.

Entire Agreement

This Agreement, including any exhibits or written amendments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written understandings and agreements. No modification, waiver, or amendment is effective unless in writing and signed by both parties.

Acknowledgement and Certification

Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement, that the person signing on its behalf is authorized to do so, and that the execution and performance of this Agreement does not violate any other agreement or obligation.

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