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1. Parties: Identification of all parties to the agreement, including full legal names, registration details, and addresses
2. Background: Brief description of the existing business relationship, reference to original agreements, and context for termination
3. Definitions: Definitions of key terms used throughout the agreement
4. Termination Date and Effect: Specific date when the business relationship will terminate and immediate effects of termination
5. Outstanding Payments and Obligations: Settlement of any outstanding financial obligations, invoices, or payments between parties
6. Return of Property: Obligations regarding the return of physical and intellectual property, documents, and materials
7. Confidentiality: Ongoing obligations regarding confidential information and trade secrets
8. Data Protection: Handling of personal data and compliance with GDPR requirements post-termination
9. Mutual Release: Release of claims and liabilities between parties, subject to specified exceptions
10. Survival Clauses: Provisions that continue to remain in effect after termination
11. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction for disputes
1. Transition Assistance: Used when one party needs to provide transition support to the other party or to a new service provider
2. Non-Competition and Non-Solicitation: Include when parties agree to post-termination restrictions on competition or employee/customer solicitation
3. Intellectual Property Rights: Required when there are specific IP rights to be assigned or licensed post-termination
4. Employee Matters: Include when the termination affects employees or requires transfer of employees
5. Warranties and Representations: Used when specific assurances need to be provided about the status of the business or assets
6. Public Announcements: Include when parties need to agree on how to communicate the termination to the public or stakeholders
7. Insurance and Indemnification: Required when specific risks need to be allocated between parties post-termination
1. Schedule of Outstanding Payments: Detailed list of all pending financial obligations and payment schedules
2. Asset Transfer Schedule: Inventory of physical or digital assets to be transferred or returned
3. Ongoing Projects Schedule: List of projects in progress and their handling post-termination
4. Data Transfer Protocol: Detailed procedures for handling and transferring data in compliance with GDPR
5. Contract Novation List: List of contracts requiring novation or assignment to third parties
6. Transition Timeline: Detailed timeline for implementing the termination and transition activities
7. Contact Details Schedule: List of key contacts for both parties during the termination process
Background IP
Business Day
Confidential Information
Data Protection Laws
Effective Date
Existing Agreement
Force Majeure
Intellectual Property Rights
Notice
Original Agreement
Parties
Personal Data
Representatives
Termination Date
Termination Period
Transition Period
Transition Services
Working Hours
Affiliate
Business Relationship
Commercially Reasonable Efforts
Deliverables
Dispute
Handover Materials
Legacy Data
Material Breach
Outstanding Obligations
Proprietary Information
Related Agreements
Surviving Provisions
Territory
Trade Secrets
Transfer Date
Warranties
Severance
Confidentiality
Data Protection
Intellectual Property
Payment Terms
Assignment
Force Majeure
Governing Law
Dispute Resolution
Notices
Entire Agreement
Amendment
Waiver
Severability
Third Party Rights
Further Assurance
Counterparts
Non-Competition
Non-Solicitation
Indemnification
Asset Transfer
Return of Property
Transition Services
Representations and Warranties
Release of Claims
Survival
Post-Termination Obligations
Liability
Insurance
Costs
Publicity
Record Retention
Compliance with Laws
Anti-Corruption
Manufacturing
Information Technology
Professional Services
Retail
Distribution
Financial Services
Healthcare
Construction
Automotive
Telecommunications
Energy
Logistics
Consulting
Real Estate
Legal
Operations
Commercial
Finance
Procurement
Business Development
Compliance
Risk Management
Account Management
Partnership Management
Chief Executive Officer
Managing Director
Legal Counsel
Head of Legal
Contract Manager
Business Development Manager
Chief Operations Officer
Procurement Manager
Commercial Director
Account Manager
Partnership Manager
Chief Financial Officer
Risk Manager
Compliance Officer
General Counsel
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