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Deed Of Termination And Release
"I need a Deed of Termination and Release to end a software development agreement with our Irish vendor, ensuring all IP rights are properly transferred to us and including specific provisions for the secure deletion of our source code by March 1, 2025."
1. Parties: Identification of all parties to the deed, including their full legal names, addresses, and company registration numbers if applicable
2. Background: Recitals explaining the context, including reference to the original agreement(s) being terminated and the parties' desire to terminate and release each other
3. Definitions: Definitions of key terms used in the deed, including 'Agreement(s)', 'Effective Date', and 'Claims'
4. Termination: Clear statement terminating the Agreement(s) and specifying the effective date of termination
5. Mutual Release: Comprehensive mutual releases from all claims, liabilities, and obligations under the terminated Agreement(s)
6. Return or Destruction of Property: Obligations regarding the return or destruction of confidential information, materials, or property
7. Representations and Warranties: Basic representations about authority to enter into the deed and validity of releases
8. Governing Law and Jurisdiction: Specification of Irish law as governing law and Irish courts' jurisdiction
9. Execution: Formal execution block meeting Irish law requirements for deeds, including witness provisions
1. Surviving Obligations: Used when certain obligations from the original agreement(s) need to survive termination, such as confidentiality or intellectual property rights
2. Payment Provisions: Include when termination involves final payments or financial settlements between the parties
3. Tax Provisions: Required when termination has specific tax implications that need to be addressed
4. Non-Disparagement: Optional clause preventing parties from making negative statements about each other post-termination
5. Further Assurance: Include when parties need to take additional actions to give effect to the termination
6. Announcements: Include when public or private announcements about the termination need to be regulated
7. Data Protection: Required when personal data processing continues or needs to be addressed post-termination
1. Schedule 1 - Terminated Agreement(s): Detailed list and description of all agreements being terminated, including dates and parties
2. Schedule 2 - Specific Claims: If applicable, detailed list of specific claims or disputes being released
3. Schedule 3 - Surviving Provisions: If applicable, list of provisions from original agreement(s) that survive termination
4. Schedule 4 - Return/Destruction Certificate: Form of certificate confirming return or destruction of confidential information or property
5. Appendix A - Original Agreement(s): Copies of the original agreement(s) being terminated (for reference)
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Company Secretary
Risk Manager
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Chief Financial Officer
Project Manager
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