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Termination And Mutual Release Agreement
"I need a Termination and Mutual Release Agreement under Malaysian law to end a software development contract with our vendor, including provisions for the final payment of RM 50,000 and the transfer of all source code by March 15, 2025."
1. Parties: Identification of all parties to the agreement with their full legal names and addresses
2. Background: Recitals explaining the existing relationship between the parties, reference to original agreement(s), and the parties' desire to terminate the relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Termination: Clear statement of the termination of the original agreement(s) and the effective date
5. Settlement Terms: Details of any payments, transfers, or other consideration being exchanged as part of the termination
6. Mutual Release: Comprehensive mutual release of claims between the parties
7. Confidentiality: Ongoing obligations regarding confidential information and trade secrets
8. Return of Property: Requirements for returning any physical or digital property belonging to either party
9. Representations and Warranties: Basic representations about authority to enter agreement and understanding of terms
10. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes
11. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability
1. Surviving Obligations: Used when certain obligations from the original agreement need to survive termination
2. Non-Disparagement: Include when parties wish to prevent negative statements about each other post-termination
3. Intellectual Property Rights: Required when IP ownership or licenses need to be addressed post-termination
4. Tax Provisions: Include when there are significant tax implications from the termination payments
5. Future Cooperation: Used when parties need to cooperate on specific matters after termination
6. Non-Competition/Non-Solicitation: Include when restrictions on future business activities are required
7. Insurance and Indemnification: Required when ongoing insurance obligations or specific indemnities are needed
8. Transition Services: Include when one party needs to provide services during a transition period
1. Schedule of Payments: Detailed breakdown of any termination or settlement payments
2. Schedule of Released Claims: Specific list of claims being released by the parties
3. Schedule of Returned Property: Inventory of physical and digital assets to be returned
4. Schedule of Original Agreements: List of all agreements being terminated
5. Schedule of Surviving Provisions: List of provisions from original agreements that will survive termination
6. Schedule of Transition Services: Details of any transition services to be provided post-termination
Authors
Business Day
Confidential Information
Claims
Effective Date
Original Agreement
Party
Parties
Released Claims
Released Parties
Settlement Payment
Termination Date
Company Property
Intellectual Property Rights
Losses
Representatives
Ringgit Malaysia
Settlement Sum
Surviving Provisions
Trade Secrets
Working Day
Termination
Mutual Release
Settlement Payment
Return of Property
Confidentiality
Non-Disclosure
Non-Disparagement
Representations and Warranties
Transition Arrangements
Future Cooperation
Release of Claims
Waiver
Non-Competition
Non-Solicitation
Intellectual Property Rights
Data Protection
Tax Matters
Costs
Notices
Assignment
Severability
Entire Agreement
Amendment
Third Party Rights
Force Majeure
Governing Law
Dispute Resolution
Counterparts
Technology
Manufacturing
Financial Services
Professional Services
Retail
Healthcare
Construction
Education
Telecommunications
Energy
Real Estate
Transportation and Logistics
Media and Entertainment
Agriculture
Mining and Resources
Legal
Human Resources
Procurement
Commercial
Operations
Risk Management
Compliance
Executive Leadership
Business Development
Contract Administration
Chief Executive Officer
Chief Legal Officer
Legal Director
Human Resources Director
Contract Manager
Procurement Manager
Business Development Manager
Commercial Director
Operations Manager
Project Manager
Risk Manager
Compliance Officer
General Counsel
HR Manager
Legal Counsel
Company Secretary
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