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1. Parties: Identification of all contracting parties with full legal names and addresses
2. Background: Context of the original contract and circumstances leading to termination
3. Definitions: Definitions of key terms used in the agreement, including the 'Original Contract' and 'Termination Date'
4. Termination: Clear statement of mutual agreement to terminate the Original Contract and the effective date of termination
5. Outstanding Obligations: List of any remaining obligations, payments, or deliverables that must be fulfilled by either party
6. Mutual Release: Mutual release of claims and obligations under the Original Contract, subject to any surviving provisions
7. Return of Property: Requirements for returning any physical or intellectual property, documents, or materials
8. Confidentiality: Confirmation that confidentiality obligations survive termination and treatment of confidential information post-termination
9. Governing Law and Jurisdiction: Confirmation of Swiss law as governing law and jurisdiction for any disputes
1. Transition Arrangements: Details of any transitional period or handover requirements, used when services need to be transferred or wound down gradually
2. Compensation for Early Termination: Any agreed compensation or penalties for early termination, used when termination occurs before the natural end of the contract
3. Non-Competition and Non-Solicitation: Confirmation of any continuing non-compete or non-solicitation obligations, used particularly in employment or distribution agreements
4. Public Announcements: Agreement on how the termination will be communicated to third parties, used for significant commercial relationships
5. Tax Provisions: Allocation of tax responsibilities and obligations, used when termination has tax implications
6. Insurance and Indemnities: Provisions regarding ongoing insurance obligations or indemnities, used for high-risk contracts
7. Dispute Resolution: Specific dispute resolution procedures, used when parties want to specify mediation or arbitration procedures
1. Schedule 1 - Original Contract: Copy or details of the contract being terminated
2. Schedule 2 - Settlement Statement: Detailed breakdown of any financial settlements, including outstanding payments and calculations
3. Schedule 3 - Property Register: List of all property to be returned or transferred between parties
4. Schedule 4 - Completion Checklist: Checklist of all actions required to complete the termination process
5. Schedule 5 - Surviving Provisions: Detailed list of provisions from the Original Contract that survive termination
Original Contract
Effective Date
Termination Date
Parties
Business Day
Confidential Information
Intellectual Property Rights
Outstanding Obligations
Settlement Amount
Surviving Provisions
Company Property
Representatives
Affiliate
Force Majeure Event
Dispute
Working Hours
Territory
Governing Law
Completion
Transition Period
Settlement Statement
Release
Claims
Interpretation
Definitions
Background
Termination
Effective Date
Outstanding Obligations
Payment Terms
Settlement
Mutual Release
Return of Property
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Data Protection
Transition Arrangements
Public Announcements
Tax
Insurance
Representations and Warranties
Further Assurance
Costs
Notices
Assignment
Severability
Entire Agreement
Amendments
Third Party Rights
Force Majeure
Waiver
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Financial Services
Banking
Insurance
Manufacturing
Technology
Pharmaceuticals
Healthcare
Professional Services
Real Estate
Construction
Retail
Telecommunications
Energy
Transportation
Logistics
Consumer Goods
Education
Hospitality
Legal
Human Resources
Procurement
Commercial
Finance
Operations
Risk & Compliance
Business Development
Sales
Executive Leadership
Contract Administration
Legal Counsel
General Counsel
Contract Manager
Chief Legal Officer
Business Development Manager
Commercial Director
Human Resources Director
Chief Executive Officer
Chief Financial Officer
Procurement Manager
Operations Manager
Risk Manager
Compliance Officer
Project Manager
Account Manager
Sales Director
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