Termination Document

TERMINATION AGREEMENT

This Termination Agreement (the Agreement) is entered into as of the Effective Date set forth below by and between:

WHEREAS

WHEREAS, the parties entered into a written agreement titled dated (the Original Agreement), pursuant to which the Service Provider was to provide certain services to the Client; and

WHEREAS, the parties have mutually determined that it is in their respective interests to terminate the Original Agreement and set forth the terms and obligations of that termination; and

WHEREAS, the parties desire to avoid dispute and litigation and to memorialize the terms under which final obligations will be satisfied.

SCOPE OF WORK

The parties acknowledge and confirm the scope of services provided under the Original Agreement and the status of performance as of the Effective Date:

PAYMENT TERMS

In full consideration for termination and release of the Original Agreement, the parties agree the following payment terms shall apply:

The Final Payment Amount, when paid in accordance with the Payment Schedule, shall constitute full and final settlement of all claims, fees, costs and obligations between the parties arising out of or related to the Original Agreement.

TERM AND TERMINATION

Effective Date of Termination:

The Original Agreement shall be deemed terminated as of the Effective Date. Either party may terminate any remaining obligations prior to the Effective Date only by delivering written notice to the other party at least days prior to the requested termination date.

Upon termination, each party shall promptly: (a) return or certify destruction of the other party's confidential materials, (b) remit any payments due under Payment Terms, and (c) provide reasonable cooperation to effectuate an orderly wind-down of services and transfer of work product.

CONFIDENTIALITY

Each party acknowledges that, during the term of the Original Agreement and as a result of termination, it may obtain Confidential Information of the other party. "Confidential Information" includes non-public technical, financial and business information disclosed in tangible or intangible form. Each party agrees to (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely to perform obligations under this Agreement or as required by law, and (iii) not disclose Confidential Information to any third party without prior written consent of the disclosing party, except to the extent required by law and limited to the minimum disclosure necessary.

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 constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes and replaces any and all prior written or oral agreements, representations and understandings between the parties relating to the termination of the Original Agreement. Any amendment to this Agreement must be in writing and signed by both parties.

The parties further acknowledge and agree that this Agreement is intended to resolve and release claims arising out of the Original Agreement, subject to the specific payment and reservation provisions expressly set forth herein.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver of any breach or default shall not constitute waiver of any other or subsequent breach or default. Each party represents and warrants that it has full power and authority to enter into this Agreement and that the person signing below is authorized to bind the respective party.

The parties acknowledge that they have read and understand this Agreement, have had the opportunity to obtain independent advice, and execute this Agreement voluntarily.

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