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1. Parties: Identifies all parties to the termination agreement, including their legal names, addresses, and company details if applicable
2. Background: References the original contract being terminated, its date, and brief context for the termination
3. Definitions: Defines key terms used in the agreement, including references to the original contract
4. Termination Date: Specifies the effective date of termination and any conditions precedent
5. Mutual Agreement to Terminate: States the parties' express agreement to terminate the original contract
6. Settlement of Accounts: Details the final settlement of any outstanding payments or financial obligations
7. Release and Discharge: Mutual release from obligations under the original contract
8. Survival Clauses: Identifies which provisions from the original contract survive termination
9. Return of Property: Requirements for returning any property, documents, or materials
10. Confidentiality: Ongoing obligations regarding confidential information
11. Governing Law: Confirms New Zealand law governs the termination agreement
12. Execution: Signature blocks and execution requirements
1. Intellectual Property Rights: Addresses the handling of any IP rights post-termination, used when IP was involved in the original contract
2. Transition Arrangements: Details any transitional period or handover requirements, used when services need to be wound down gradually
3. Non-Disparagement: Mutual agreements not to speak negatively about each other, used in sensitive or high-profile terminations
4. Ongoing Obligations: Specifies any continuing obligations beyond standard confidentiality, used when certain duties must continue
5. Third Party Rights: Addresses impact on any third party beneficiaries, used when other parties' rights are affected
6. Dispute Resolution: Specific dispute resolution procedures, used when parties want to specify how future disputes will be handled
7. Insurance and Indemnities: Handling of insurance obligations and ongoing indemnities, used when risk allocation needs to be addressed
1. Schedule 1 - Original Contract: Copy or details of the contract being terminated
2. Schedule 2 - Settlement Amount Calculation: Detailed breakdown of any final payments or settlements
3. Schedule 3 - Outstanding Deliverables: List of any items or services still to be delivered before termination
4. Schedule 4 - Property Register: Inventory of property to be returned or transferred between parties
5. Appendix A - Release Form: Standard form for mutual release of obligations
6. Appendix B - Handover Checklist: Checklist for completion of termination requirements
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