International Mutual Termination Agreement
Parties and Existing Agreement
This agreement is dated the date on which it is signed by the last of the parties.
This agreement is made between [First Party] (the "First Party") and [Second Party] (the "Second Party").
Key Terms
"Existing Agreement" means [Existing Agreement], including every amendment, order, purchase order, statement of work, schedule and other document incorporated into it before the date of this agreement.
"Termination Date" means [Termination Date].
"Terminated Scope" means [Terminated Scope].
"Closing Balance" means [Closing Balance].
"Confidentiality Period" means 5 years after the Termination Date.
"Notice Details" means [Notice Details].
"Governing Law" means [Governing Law].
"Dispute Forum" means arbitration under the arbitration rules identified in the Existing Agreement, seated at the seat identified in the Existing Agreement.
"Contract Language" means English.
Termination
The parties mutually terminate the Existing Agreement in full on the Termination Date, except for rights, obligations and provisions that this agreement or the Existing Agreement states survive.
Accrued Amounts and Rights
Termination does not affect amounts properly accrued for conforming performance before the Termination Date, agreed payment rights, earned credits, or remedies for a breach occurring before the Termination Date. Neither party is required to pay for future unperformed work merely because it was scheduled. Except as this agreement expressly provides, rights and remedies are subject to the Existing Agreement.
Closing Balance
The party entitled to invoice will deliver its final invoice no later than [Final invoice date]. The Closing Balance is the complete net amount payable between the parties for the terminated scope, subject only to adjustment for a manifest error or a claim expressly preserved by this agreement.
The party owing the Closing Balance will pay it within 30 days after receipt of a valid final invoice. A party may set off against the Closing Balance only a due, quantified and undisputed amount owed to it by the other party, or an amount finally determined by a court or tribunal of competent jurisdiction. The Closing Balance prevails over an inconsistent payment calculation in the Existing Agreement for the terminated scope.
Refunds and Deposits
The receiving party will refund [Refund amount] for prepaid fees or deposits attributable to the period after the Termination Date, less any amount properly due under the Existing Agreement or this agreement, within 30 days after the Termination Date.
Early Termination Charge
First Party will pay Second Party an early termination charge of [Early termination charge] within 30 days after receipt of a valid final invoice. That charge is the agreed charge for early termination and does not limit payment of the Closing Balance or liability for a prior breach.
Return of Property, Materials and Equipment
Within 30 days after the Termination Date after the Termination Date, each party will return or, at the other party's written direction, securely dispose of the other party's property, materials, equipment and confidential information in its possession or control, except for copies it must retain by law or for bona fide compliance, insurance or dispute purposes. Retained items remain subject to the Confidentiality clause.
Data Return, Export and Deletion
Within 30 days after the Termination Date after the Termination Date, each party will provide the other party a reasonable opportunity to obtain an export of the other party's data held for the terminated scope, in a commonly used machine-readable format where reasonably practicable. Within 60 days after completion of the data export after that export opportunity, each party will securely delete that data, except to the extent retention is required by law or reasonably necessary for backup, compliance, insurance or dispute purposes. Retained data must remain protected and must not be used except for the permitted retention purpose.
Confidentiality
Each party will protect the other party's confidential information using at least reasonable care, use it only to exercise its rights and perform its obligations under this agreement and the surviving provisions of the Existing Agreement, and disclose it only to personnel and advisers who need to know it and are bound by equivalent confidentiality obligations. This does not apply to information that the receiving party can show is public through no breach, already lawfully known, independently developed, or lawfully received without restriction. A receiving party may disclose confidential information where law requires it, if it gives prior notice where legally permitted. These obligations continue for the Confidentiality Period.
Data Protection
Each party will comply with applicable data-protection law when processing personal data under this agreement, and the parties will put in place any data-processing or international-transfer terms that applicable law requires. A party that processes personal data on the other party's behalf will implement appropriate technical and organisational measures and notify the other party without undue delay after becoming aware of a personal-data breach affecting that personal data. On termination, each party will also comply with the Data Return, Export and Deletion clause.
Intellectual Property and Licences
Termination does not transfer ownership of intellectual property. Each party retains the intellectual property it owned before the Termination Date and any ownership allocation under the Existing Agreement that survives. Any fully paid-up, perpetual licence validly granted under the Existing Agreement before the Termination Date continues according to its terms. Any sublicence validly granted to a customer or end user before the Termination Date also continues according to its terms, provided the relevant customer or end user complies with those terms. No licence is enlarged by this agreement.
Transition Arrangements
The parties will perform the following transition and handover arrangements: [Transition Plan]. Those arrangements survive until completed. The party receiving transition support will pay the other party the Transition Cost of [Transition Cost] in accordance with the payment terms of the Existing Agreement, unless the transition plan states otherwise.
Pre-Termination Warranties and Indemnities
Termination does not affect any warranty, indemnity, defence obligation or related limitation of liability under the Existing Agreement to the extent it applies to facts, performance, claims or losses arising on or before the Termination Date. No party gives a new warranty or indemnity under this agreement except as expressly stated.
Insurance Run-Off
Each party will maintain, or procure the maintenance of, insurance required by the Existing Agreement for claims arising from events before the Termination Date for the Insurance Run-off Period of 2 years after the Termination Date, to the extent that insurance is available on commercially reasonable terms. On reasonable request, it will provide evidence of that insurance.
No New Restrictions
This agreement does not create any new non-compete, non-solicitation, exclusivity or other restriction. Any restriction that survives does so only if, and to the extent that, it validly survives under the Existing Agreement and applicable law.
Limited Release
No release is given by either party. Each party retains its rights and remedies except to the extent this agreement expressly settles the Closing Balance, refunds or an early termination charge.
Third-Party Notices
The parties will coordinate notices and communications to affected customers, subcontractors, guarantors and regulators in accordance with [Third-Party Notice Details]. Neither party will make a statement binding the other party or amend a third-party arrangement without the other party's prior written approval, except where law requires otherwise.
Announcements
Neither party will make a public announcement about this agreement or the termination without the other party's prior written approval, except where law, regulation or a securities exchange requires disclosure. Any permitted announcement must follow [Announcement Details] where applicable.
Surviving Obligations
The Confidentiality, Data Protection, Intellectual Property and Licences, Pre-Termination Warranties and Indemnities, Insurance Run-Off, No New Restrictions, Notices, Governing Law and Disputes and any accrued payment provisions survive as stated in this agreement. Any provision of the Existing Agreement that by its nature or express wording survives termination also continues on its existing terms, unless this agreement expressly changes it. Ending services or support alone does not extinguish a fully paid perpetual licence.
Authority and No Admission
Each person signing this agreement confirms that they have authority to bind the party for which they sign. This agreement is not an admission of wrongdoing or liability. No party releases, varies or otherwise deals with rights held by another person without that person's consent or actual authority.
Relationship with Existing Agreement
This agreement changes the Existing Agreement only to the extent expressly stated. It prevails over an inconsistent termination or close-out arrangement in the Existing Agreement for the terminated scope, and all other surviving terms remain unchanged. If there is no valid governing law or dispute-resolution arrangement in the Existing Agreement, the Governing Law and Disputes clause applies.
Variation
A variation of this agreement is effective only if it is in writing and accepted by both parties.
Assignment
Neither party may assign, transfer, novate, charge or otherwise deal with this agreement or a right under it without the other party's prior written consent, except that a party may assign this agreement to an affiliate or to a successor in connection with a bona fide transfer of all or substantially all of the business or assets to which this agreement relates, if the assignee assumes the assigning party's obligations in writing.
Notices
A notice under this agreement must be in writing and sent to the relevant party using the Notice Details, or any replacement details notified in writing. A notice sent by email is received when no delivery-failure message is received; a notice sent by courier is received on recorded delivery. This clause does not apply to service of court proceedings where applicable law requires another method.
Entire Agreement
This agreement and the provisions of the Existing Agreement that it preserves are the entire agreement between the parties about the termination and close-out of the terminated scope. Each party acknowledges that it has not relied on a statement not set out in those documents, except that nothing limits liability for fraud or fraudulent misrepresentation.
Severability
If a provision of this agreement is invalid, illegal or unenforceable, it will be modified to the minimum extent necessary to make it enforceable. If that is not possible, it will be severed, and the remaining provisions will continue in effect.
Counterparts and Electronic Signature
This agreement may be signed in counterparts, each of which is an original and together form one instrument. A signature delivered electronically is effective to the extent permitted by applicable law.
Third-Party Rights
A person who is not a party to this agreement has no right to enforce it, except where applicable law gives that person a right that cannot lawfully be excluded. The parties may vary or terminate this agreement without consent from a non-party.
Governing Law and Disputes
The Governing Law governs this agreement and any non-contractual obligations arising out of or in connection with it. The parties will first try in good faith to resolve a dispute through senior representatives. If they do not resolve it, the Dispute Forum has exclusive jurisdiction, except that either party may seek urgent interim relief from any court with jurisdiction. The Contract Language is the controlling language of this agreement.