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1. Parties: Identification of all parties to the termination agreement, including their full legal names and addresses
2. Background: Brief description of the original contract, its date, and the circumstances leading to mutual termination
3. Definitions: Definitions of key terms used in the termination agreement
4. Termination Date: Clear specification of when the original contract will terminate
5. Mutual Agreement to Terminate: Express statement of parties' mutual consent to terminate the original contract
6. Settlement of Accounts: Details of any final payments, refunds, or financial settlements between the parties
7. Return of Property: Requirements for returning any property, documents, or materials belonging to either party
8. Release and Waiver: Mutual release from obligations under the original contract and waiver of claims
9. Confidentiality: Confirmation that confidentiality obligations survive termination
10. Governing Law: Confirmation that Irish law governs the termination agreement
11. Execution: Signature blocks and execution formalities
1. Surviving Provisions: List of specific provisions from the original contract that will survive termination, used when certain obligations need to continue
2. Intellectual Property Rights: Provisions regarding the ownership and use of intellectual property post-termination, included when IP is involved
3. Non-Compete and Non-Solicitation: Provisions confirming whether these restrictions continue or terminate, used in business relationships
4. Tax Provisions: Specific tax-related provisions and obligations, included when there are significant tax implications
5. Transition Arrangements: Details of any handover or transition period, used when services need to be transferred or wound down
6. Public Announcements: Guidelines for any public communications about the termination, used in high-profile or sensitive terminations
7. Insurance and Indemnities: Provisions regarding ongoing insurance obligations or indemnities, used when there are potential future claims
1. Schedule 1 - Original Contract: Copy or details of the original contract being terminated
2. Schedule 2 - Settlement Statement: Detailed breakdown of any financial settlements, including calculations
3. Schedule 3 - Property Register: List of property, documents, or materials to be returned by each party
4. Schedule 4 - Completion Checklist: List of actions to be completed by each party to effect the termination
5. Appendix A - Form of Release: Standard form of release to be signed by both parties
6. Appendix B - Transition Plan: Detailed plan for any transition arrangements (if applicable)
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Legal Counsel
Contract Manager
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