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1. Parties: Identifies all parties to the termination agreement, including their full legal names and addresses
2. Background: Recitals explaining the original contract, reason for termination, and context of the agreement
3. Definitions: Defines key terms used throughout the agreement, including reference to the original contract
4. Termination: Clear statement of termination and the effective date
5. Settlement of Accounts: Details of final payments, reconciliation of accounts, and financial obligations
6. Mutual Release: Mutual release of claims and liabilities between the parties
7. Return of Property: Requirements for returning any physical or digital property
8. Confidentiality: Ongoing obligations regarding confidential information
9. Survival Provisions: Specifies which provisions from the original agreement survive termination
10. General Provisions: Standard boilerplate clauses including governing law, notices, and entire agreement
11. Execution: Signature blocks and execution requirements
1. Intellectual Property Rights: Used when IP rights need to be addressed post-termination
2. Non-Compete and Non-Solicitation: Include when post-termination restrictions are required
3. Transition Assistance: When one party needs to provide transition support after termination
4. Employee Matters: Required for employment-related contract terminations
5. Tax Provisions: Include when there are specific tax implications to address
6. Insurance and Indemnification: When ongoing insurance obligations or indemnities need to be addressed
7. Dispute Resolution: Include specific dispute resolution procedures if needed
8. Public Announcements: Required for high-profile or public company terminations
1. Schedule of Outstanding Payments: Detailed list of all pending payments and financial settlements
2. Schedule of Assets: Inventory of assets to be returned or transferred
3. Schedule of Ongoing Obligations: List of obligations that survive termination
4. Schedule of Key Dates: Timeline for various termination activities and deadlines
5. Form of Release: Template for mutual release documentation
6. Original Contract: Copy of the contract being terminated
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