Sub-Contract Termination Agreement

SUB-CONTRACT TERMINATION AGREEMENT

This Sub-Contract Termination Agreement (the Agreement) is made and entered into as of by and between Contractor Name: , with principal address , and Subcontractor Name: , with principal address .

RECITALS

WHEREAS, Contractor and Subcontractor entered into a written subcontract identified as Contract Reference: (the Subcontract) under which Subcontractor agreed to furnish labor, materials, equipment, or services; and

WHEREAS, the parties wish to terminate the Subcontract in accordance with the terms set forth herein and to settle any outstanding obligations, claims and payments arising from the Subcontract.

WHEREAS, the parties desire to avoid the delay, expense, and uncertainty of further performance or dispute resolution and agree that termination and mutual release are in their respective best interests.

NOW, THEREFORE

In consideration of the mutual covenants and promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Effective Date" means the date specified in Section 2.1. 1.2 "Final Payment" means the amount set forth in Section 4 to be paid in full satisfaction of monetary obligations arising from the Subcontract. 1.3 Capitalized terms used but not defined in this Agreement have the meanings assigned to them in the Subcontract.

2. TERMINATION

2.1 Effective Date. The Subcontract shall be terminated effective as of (the Effective Date).

2.2 Termination for Convenience. The parties agree that the Subcontract is terminated by mutual agreement and neither party will assert any claim for anticipated profits, except as expressly provided in this Agreement.

3. SCOPE OF TERMINATION

3.1 Cease of Work. Subcontractor shall cease all work under the Subcontract immediately upon the Effective Date, except such limited actions as are necessary to wind down operations and preserve work in place for inspection.

3.2 Outstanding Deliverables. Subcontractor shall deliver to Contractor, within days of the Effective Date, all materials, records, reports, and documentation reasonably required to effect final accounting and close out the Subcontract.

4. FINAL ACCOUNTING AND PAYMENT

4.1 Final Invoice. Subcontractor shall submit its final invoice for all completed and approved work no later than . The final invoice shall include a certification that all subcontractor obligations for which payment is requested have been satisfied and that no further liens will be filed.

4.2 Final Payment. In full and final settlement of all claims, Contractor shall pay Subcontractor the sum of (Final Payment), subject to any agreed setoffs, within days after receipt of the approved final invoice and all release documentation required by Section 5.

5. RELEASES

5.1 Subcontractor Release. Upon receipt of Final Payment, Subcontractor irrevocably releases and forever discharges Contractor and its affiliates, agents, consultants, subcontractors, successors and assigns from any and all claims, causes of action, demands, liens, suits, debts and liabilities, whether known or unknown, arising out of or related to the Subcontract through the Effective Date, except for claims expressly reserved in writing in this Agreement.

5.2 Contractor Release. Upon performance by Subcontractor of its obligations under this Agreement and payment of the Final Payment, Contractor releases Subcontractor from any further monetary obligations arising under the Subcontract, except as otherwise provided herein.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it has full authority to enter into and perform this Agreement; (b) execution and delivery by such party of this Agreement and the performance of its obligations will not violate applicable law, agreements with third parties, or result in the breach of any material obligation; and (c) upon execution, this Agreement will be a valid and binding obligation enforceable in accordance with its terms.

7. CONFIDENTIALITY; NON-DISPARAGEMENT

7.1 Confidentiality. The parties agree to keep the terms and existence of this Agreement confidential, except as required by law or to enforce this Agreement. 7.2 Non-Disparagement. Each party shall refrain from making false or disparaging statements regarding the other party related to the Subcontract or its termination.

8. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any claims, losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of its breach of this Agreement, gross negligence or willful misconduct relating to performance under the Subcontract prior to the Effective Date.

9. RETURN OF PROPERTY

Subcontractor shall promptly return to Contractor all Contractor-owned property, materials, keys, access passes, documents and records in Subcontractor's possession no later than .

10. NOTICES

Notices under this Agreement shall be in writing and delivered by hand, commercial courier, or certified mail, postage prepaid, and shall be effective upon receipt.

11. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both parties. No waiver of any breach shall be effective unless in writing and signed by the party granting the waiver. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

12. GOVERNING LAW

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

13. ENTIRE AGREEMENT

This Agreement, together with any documents referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations and understandings, whether written or oral.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original intent and economic effect of the invalid provision.

ADDITIONAL TERMS

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