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Contract Termination By Agreement
"I need a Contract Termination by Agreement under Swiss law to end a software development agreement with our IT vendor, including provisions for the handover of source code and ongoing maintenance support until March 2025."
1. Parties: Identification of all contracting parties with full legal names and addresses
2. Background: Context of the original contract and the mutual decision to terminate, including reference to the original contract date and key terms
3. Definitions: Key terms used in the termination agreement, including 'Effective Date of Termination', 'Original Contract', and other relevant defined terms
4. Termination: Clear statement of the mutual agreement to terminate the Original Contract and the effective date of termination
5. Settlement of Accounts: Details of any final payments, reconciliation of accounts, or financial settlements between the parties
6. Return of Property: Obligations regarding the return of any physical or intellectual property, documents, or materials
7. Mutual Release: Mutual release of claims and obligations under the Original Contract, subject to any surviving provisions
8. Confidentiality: Ongoing obligations regarding confidential information and trade secrets
9. Governing Law: Confirmation of Swiss law as the governing law and jurisdiction for any disputes
10. Entire Agreement: Standard clause confirming this agreement represents the entire understanding between parties regarding the termination
1. Surviving Provisions: Used when certain provisions of the Original Contract need to survive termination
2. Non-Disparagement: Include when parties wish to prevent negative statements about each other post-termination
3. Transition Arrangements: Required when there needs to be a handover period or specific transition steps
4. Tax Provisions: Include when there are specific tax implications that need to be addressed
5. Insurance and Indemnities: Used when ongoing insurance obligations or specific indemnities need to be maintained
6. Non-Competition/Non-Solicitation: Include when parties wish to maintain restrictions on competition or solicitation post-termination
7. Public Announcements: Required when parties need to agree on how to communicate the termination externally
1. Schedule 1 - Original Contract: Copy or key details of the contract being terminated
2. Schedule 2 - Settlement Calculation: Detailed breakdown of any financial settlements or payments
3. Schedule 3 - Property Register: List of items to be returned or transferred between parties
4. Schedule 4 - Transition Timeline: If applicable, detailed timeline for transition activities and handover
5. Schedule 5 - Release Exceptions: List of any specific claims or rights that are not released under the mutual release
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Manufacturing
Technology
Financial Services
Professional Services
Real Estate
Construction
Healthcare
Retail
Distribution
Energy
Telecommunications
Consulting
Software Development
Transportation
Hospitality
Legal
Procurement
Commercial
Operations
Finance
Compliance
Risk Management
Business Development
Contract Administration
Corporate Governance
Legal Counsel
Contract Manager
Business Development Manager
Procurement Manager
Chief Legal Officer
Commercial Director
Operations Manager
Project Manager
Relationship Manager
Chief Executive Officer
Chief Financial Officer
Risk Manager
Compliance Officer
General Counsel
Corporate Secretary
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