A Termination of Sales Contract is used when parties mutually agree or one party exercises its right to end an existing sales agreement. This document, governed by U.S. law and the Uniform Commercial Code, specifies the termination date, outlines remaining obligations, addresses inventory disposition, and includes mutual releases. It's particularly important for maintaining clear records and preventing future disputes by documenting the agreed terms of separation and any continuing obligations.
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1. Parties: Identification of all parties to the original sales contract and termination agreement
2. Background/Recitals: Reference to original contract, reason for termination, and context
3. Definitions: Key terms used in the termination agreement
4. Termination Date: Specific date when the contract will terminate
5. Outstanding Obligations: List of any remaining duties, payments, or deliveries to be completed
6. Mutual Release: Release of parties from future obligations under the original contract
7. Governing Law: Jurisdiction and applicable law
1. Transition Arrangements: Procedures for winding down operations when complex operational arrangements need to be unwound
2. Survival Clauses: Provisions that continue after termination, used when certain obligations need to survive termination
3. Return of Materials: Process for returning proprietary information or materials when confidential information was exchanged
4. Non-Disparagement: Agreement not to speak negatively about other party, used in sensitive or high-profile terminations
1. Schedule of Outstanding Payments: Detailed list of any remaining financial obligations
2. Inventory Schedule: List of goods or materials to be returned or disposed of
3. Transition Timeline: Detailed timeline for completing termination process
4. Release Form: Standard form for mutual release of obligations
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