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A Deed of Termination Shareholders Agreement is a crucial document used when parties to an existing shareholders agreement wish to formally end their contractual relationship. This document, governed by New Zealand law, is typically employed during company restructuring, shareholder exits, company sales, or when shareholders mutually agree to establish new arrangements. The deed ensures a clean break between parties while addressing key aspects such as mutual releases, confidentiality, and any surviving obligations. It must comply with New Zealand's legal requirements, particularly the Companies Act 1993 and Property Law Act 2007, and should be carefully drafted to prevent future disputes. The document is essential for maintaining clear corporate records and ensuring all parties understand their rights and obligations post-termination.

1. Parties: Identifies all parties to the deed, including the company and all shareholders who were party to the original agreement

2. Background: Recitals explaining the existence of the original shareholders agreement, reason for termination, and parties' intention to terminate

3. Definitions: Defines key terms used in the deed, including reference to the 'Original Agreement' (the shareholders agreement being terminated)

4. Interpretation: Sets out rules for interpreting the deed, including references to time, currency, and other general interpretation principles

5. Termination: Clear statement terminating the Original Agreement and specifying the effective date of termination

6. Mutual Release: Provides for mutual release of parties from obligations under the Original Agreement

7. Return of Documents: Requirements for return or destruction of confidential information and documents

8. Confidentiality: Confirmation that confidentiality obligations continue despite termination

9. Costs: Specifies how costs relating to the termination are to be borne

10. General Provisions: Standard boilerplate provisions including governing law, entire agreement, and severability

11. Execution: Formal execution block for signing as a deed, including witness requirements