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1. Parties: Identification of all parties to the termination agreement, including full legal names and addresses
2. Background: Recitals describing the original license agreement, its date, and the context for termination
3. Definitions: Key terms used in the termination agreement, including references to defined terms from the original license agreement
4. Termination: Clear statement of termination, effective date, and mutual agreement of the parties
5. Return of Materials: Requirements for returning or destroying licensed materials, documentation, and confidential information
6. Cessation of Use: Explicit provisions regarding immediate cessation of licensed rights and intellectual property usage
7. Surviving Obligations: Specification of which provisions from the original agreement survive termination
8. Payment and Settlement: Details of any final payments, refunds, or financial settlements between the parties
9. Release: Mutual release of claims related to the license agreement, subject to surviving obligations
10. Governing Law: Confirmation of applicable law and jurisdiction
11. Execution: Signature blocks and execution details
1. Transition Assistance: Used when one party requires support during transition period post-termination
2. Intellectual Property Rights: Additional provisions for complex IP situations requiring specific handling post-termination
3. Confidentiality: Enhanced confidentiality provisions beyond standard surviving obligations
4. Dispute Resolution: Specific dispute resolution procedures for termination-related disputes
5. Third Party Rights: Required when termination affects rights of third parties or sub-licensees
6. Insurance and Indemnity: Used when specific risks need to be addressed post-termination
7. Public Announcements: Required when parties need to control public communications about the termination
1. Schedule 1 - Original License Agreement: Copy or details of the original license agreement being terminated
2. Schedule 2 - Termination Timeline: Detailed timeline for implementing termination steps and deadlines
3. Schedule 3 - Licensed Materials: Comprehensive list of materials to be returned or destroyed
4. Schedule 4 - Settlement Details: Detailed breakdown of any financial settlements or payment arrangements
5. Appendix A - Handover Checklist: Checklist of all items and actions required for complete termination
6. Appendix B - Certification Form: Form for certifying completion of required termination actions
Business Day
Confidential Information
Effective Date
Intellectual Property Rights
License
License Agreement
Licensed Materials
Licensed Products
Licensed Rights
Licensee
Licensor
Original Agreement
Parties
Related Bodies Corporate
Representatives
Surviving Obligations
Termination Date
Termination Notice
Termination Period
Territory
Third Party Rights
Transition Period
Working Hours
Intellectual Property Rights
Confidentiality
Return of Materials
Cessation of Use
Payment and Settlement
Release and Discharge
Representations and Warranties
Survival
Transition Arrangements
Non-Compete
Non-Solicitation
Indemnification
Dispute Resolution
Governing Law
Notices
Assignment
Third Party Rights
Entire Agreement
Amendment
Severability
Force Majeure
Costs and Expenses
Waiver
Further Assurance
Technology
Software
Manufacturing
Pharmaceuticals
Media and Entertainment
Telecommunications
Biotechnology
Research and Development
Consumer Goods
Industrial Products
Energy
Healthcare
Education
Publishing
Retail
Legal
Compliance
Intellectual Property
Commercial
Business Development
Operations
Finance
Risk Management
Corporate Affairs
Information Technology
Research and Development
Procurement
Legal Counsel
Licensing Manager
Contract Administrator
Intellectual Property Manager
Commercial Director
Business Development Manager
Chief Legal Officer
Compliance Officer
General Counsel
Operations Manager
Project Manager
Risk Manager
Chief Executive Officer
Chief Technology Officer
Chief Financial Officer
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