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1. Parties: Identification of all contracting parties, including full legal names, addresses, and registration details
2. Background: Brief description of the original contract, its date, and the parties' mutual decision to terminate
3. Definitions: Key terms used in the agreement, including 'Effective Date', 'Original Contract', and any other relevant defined terms
4. Termination: Clear statement of mutual agreement to terminate and the effective date of termination
5. Settlement of Accounts: Details of any final payments, reconciliation of accounts, or financial settlements between the parties
6. Return of Property: Obligations regarding the return of any physical or digital property, documents, or materials
7. Mutual Release: Release of claims and obligations between parties, subject to any surviving provisions
8. Surviving Provisions: Identification of any provisions from the original contract that will survive termination
9. Governing Law and Jurisdiction: Confirmation of Dutch law as governing law and jurisdiction for any disputes
10. Entire Agreement: Statement that this termination agreement represents the entire understanding between parties regarding the termination
11. Counterparts and Execution: Provisions for signing the agreement and the validity of electronic or multiple copies
1. Confidentiality: Additional confidentiality obligations specific to the termination process, used when the original agreement's confidentiality provisions need enhancement or modification
2. Non-Disparagement: Mutual obligations not to make negative statements about each other, typically included in sensitive commercial relationships
3. Tax Provisions: Specific arrangements regarding tax implications of the termination, included when there are significant tax considerations
4. Employee Matters: Provisions regarding employees or contractors if the termination affects employment relationships
5. Intellectual Property Rights: Specific arrangements regarding IP rights post-termination, included when IP is a significant aspect of the original contract
6. Transition Assistance: Provisions for transitional support or handover, included when complex operations need to be wound down
7. Insurance and Indemnities: Specific provisions regarding ongoing insurance obligations or indemnities, used when there are continuing risks or liabilities
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 calculations and payment terms
3. Schedule 3 - Property Inventory: List of items to be returned or transferred between parties
4. Schedule 4 - Surviving Obligations: Detailed list of obligations that survive termination
5. Schedule 5 - Completion Checklist: List of actions to be completed by each party as part of the termination process
Original Contract
Effective Date
Termination Date
Parties
Confidential Information
Intellectual Property Rights
Outstanding Obligations
Settlement Amount
Company Property
Business Day
Working Day
Force Majeure
Completion Date
Representatives
Affiliate
Group Company
Surviving Provisions
Settlement Statement
Completion Checklist
Transition Period
Released Claims
Mutual Release
Governing Law
Dispute
Notice
Definitions
Termination
Settlement of Accounts
Payment Terms
Return of Property
Mutual Release
Confidentiality
Non-Disparagement
Intellectual Property
Data Protection
Employee Matters
Representations and Warranties
Surviving Obligations
Further Assurance
Transition Arrangements
Notice
Assignment
Amendment
Severability
Entire Agreement
Third Party Rights
Force Majeure
Costs
Counterparts
Electronic Execution
Governing Law
Jurisdiction
Dispute Resolution
Technology
Professional Services
Manufacturing
Retail
Construction
Healthcare
Financial Services
Education
Real Estate
Telecommunications
Transportation
Energy
Media and Entertainment
Hospitality
Software and IT
Consulting
Distribution and Logistics
Legal
Procurement
Human Resources
Operations
Commercial
Finance
Compliance
Risk Management
Business Development
Contract Administration
Corporate Affairs
Legal Counsel
Contract Manager
Business Development Manager
Chief Executive Officer
Chief Operating Officer
Commercial Director
Procurement Manager
Human Resources Director
Project Manager
Account Manager
Operations Manager
General Counsel
Compliance Officer
Risk Manager
Finance Director
Managing Director
Business Owner
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