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1. Parties: Identification of all parties to the termination agreement, including their full legal names, registration numbers, and registered addresses
2. Background: Reference to the original Collaboration Agreement, including its date and purpose, and brief context for the termination
3. Definitions: Definitions of key terms used in the agreement, including those carried over from the original agreement and new terms specific to the termination
4. Termination Date: Clear specification of when the original agreement will terminate and when this termination takes effect
5. Mutual Release: Provisions releasing both parties from future obligations under the original agreement, except for surviving obligations
6. Settlement of Accounts: Details of final payments, reconciliation of accounts, and financial settlements between parties
7. Return of Property: Obligations regarding the return or disposal of physical and digital assets, documents, and confidential information
8. Surviving Obligations: Specification of which obligations from the original agreement survive termination
9. Confidentiality: Ongoing obligations regarding confidential information obtained during the collaboration
10. General Provisions: Standard clauses including governing law, entire agreement, and counterparts
1. Intellectual Property Rights: Detailed provisions about the ownership and usage rights of IP developed during the collaboration, used when IP was created during the collaboration
2. Transition Arrangements: Specific procedures for transitioning ongoing projects or responsibilities, needed when there are active projects at termination
3. Non-Compete and Non-Solicitation: Restrictions on future competitive activities and hiring of personnel, included when protecting business interests is crucial
4. Public Announcements: Guidelines for how the termination will be communicated to the public, needed for high-profile collaborations
5. Dispute Resolution: Specific procedures for resolving any disputes arising from the termination, included when parties want to specify alternative dispute resolution methods
6. Employee Matters: Provisions dealing with staff transfers or employment implications, needed when collaboration involved shared staff or secondments
7. Insurance and Indemnification: Specific provisions about ongoing insurance obligations and indemnification, used when there are potential future liabilities
1. Schedule 1 - Original Agreement: Copy or key details of the original Collaboration Agreement being terminated
2. Schedule 2 - Outstanding Payments: Detailed list of all outstanding payments, credits, or debits between the parties
3. Schedule 3 - Assets for Return: Comprehensive list of all physical and digital assets to be returned or transferred
4. Schedule 4 - Intellectual Property Register: Detailed inventory of IP rights and their post-termination ownership/usage rights
5. Schedule 5 - Transition Timeline: Detailed timeline and milestones for implementing the termination
6. Appendix A - Handover Procedures: Step-by-step procedures for any necessary handovers of projects, responsibilities, or assets
7. Appendix B - Final Settlement Calculation: Detailed calculation methodology for final settlement amounts
Termination Date
Original Agreement
Collaboration Period
Confidential Information
Effective Date
Intellectual Property Rights
Material Breach
Outstanding Obligations
Parties
Project Materials
Settlement Amount
Surviving Provisions
Transition Period
Business Day
Completion Date
Disputed Amounts
Force Majeure
Governing Law
Joint Property
Notice
Representatives
Shared Assets
Territory
Working Hours
Definitions
Termination
Mutual Release
Final Payment
Settlement of Accounts
Return of Property
Confidentiality
Intellectual Property
Non-Compete
Non-Solicitation
Transition Arrangements
Representations and Warranties
Indemnification
Surviving Obligations
Public Announcements
Further Assurance
Notices
Assignment
Severability
Entire Agreement
Amendment
Waiver
Force Majeure
Governing Law
Dispute Resolution
Costs
Counterparts
Technology
Manufacturing
Professional Services
Education
Healthcare
Financial Services
Real Estate
Construction
Retail
Energy
Telecommunications
Research and Development
Agriculture
Transportation
Media and Entertainment
Legal
Corporate Secretarial
Business Development
Operations
Finance
Compliance
Risk Management
Project Management
Commercial
Strategic Planning
Corporate Affairs
Business Operations
Chief Executive Officer
Managing Director
Legal Counsel
Company Secretary
Business Development Manager
Project Manager
Operations Director
Finance Director
Commercial Manager
Contracts Manager
Partnership Manager
Alliance Manager
Corporate Lawyer
Compliance Officer
Risk Manager
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