Termination of Agreement and Release
This termination and release agreement is between
The parties have entered into an agreement, dated as of
The parties therefore agree as follows:
Effective as of
2. MUTUAL RELEASE OF LIABILITY.
- (a) Release. Effective as of the Termination Date, each party hereby releases any claim it may have against the other party that arises out of the Agreement. Any obligations of either party that are expressly stated to survive expiration or termination of the Agreement are not released by this termination. Neither party's obligations under this agreement are released by this section.
(b) Limitations. Except as expressly provided in this section, the parties each hereby waive the benefit of the provisions of California Civil Code section 1542, and any similar or analogous statute from another state or federal jurisdiction. California Civil Code section 1542 provides:
- A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
Each party understands that this statute gives it the right not to release existing claims of which it is not now aware, unless it voluntarily waives this right. With this knowledge, the parties nevertheless voluntarily choose to and do waive the rights described.
3. RESTRICTIVE COVENANTS.
- (a) Protection of Confidential Information. Each party has an ongoing duty to treat the other party's confidential information as confidential, and may not disclose that information to any third party or use it for any purpose other than to fulfill an outstanding obligation under the Agreement or this termination. Each party shall use due care and diligence to prevent any unauthorized use or disclosure of this information.
- (b) Nondisparagement. Neither party may engage in any form of conduct, or make any statements or representations, that disparage or otherwise harm the other party's reputation, goodwill, or commercial interests.
4. RETURN OF GOODS.
5. COVENANT NOT TO SUE.
Each party hereby covenants to the other party that with respect to any claim or obligation released by this termination, it will not directly or indirectly encourage, solicit, or voluntarily assist or participate in any way in filing, reporting, or prosecution, by itself or any third party, of a suit, arbitration, mediation, or claim (including a third-party or derivative claim) against the other party relating to that released claim or obligation.
6. GOVERNING LAW.
- (a) Choice of Law. The laws of the state of
govern this agreement (without giving effect to its conflicts of law principles).
- (b) Choice of Forum. Both parties consent to the personal jurisdiction of the state and federal courts in
No amendment to this agreement will be effective unless it is in writing and signed by a party or its authorized representative.
8. COUNTERPARTS; ELECTRONIC SIGNATURES.
- (a) Counterparts. The parties may execute this agreement in any number of counterparts, each of which is an original but all of which constitute one and the same instrument.
- (b) Electronic Signatures. This agreement, agreements ancillary to this agreement, and related documents entered into in connection with this agreement are signed when a party's signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures.
If any provision contained in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement, but this agreement will be construed as if the invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated under this agreement to be unreasonable.
- (a) Writing; Permitted Delivery Methods. Each party giving or making any notice, request, demand, or other communication required or permitted by this agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this agreement: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), or email.
- (b) Addresses. A party shall address notices under this section to a party at the following addresses:
- If to
- If to
- (c) Effectiveness. A notice is effective only if the party giving notice complies with subsections (a) and (b) and if the recipient receives the notice.
No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.
12. ENTIRE AGREEMENT.
This agreement, together with the Agreement, constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties' agreement with respect to the subject matter of this agreement. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement. The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this agreement. Except as set forth expressly in this agreement, there are no conditions precedent to this agreement's effectiveness.
The descriptive headings of the sections and subsections of this agreement are for convenience only, and do not affect this agreement's construction or interpretation.
This agreement will become effective when all parties have signed it. The date this agreement is signed by the last party to sign it (as indicated by the date associated with that party's signature) will be deemed the date of this agreement.
15. NECESSARY ACTS; FURTHER ASSURANCES.
Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this agreement contemplates or to evidence or carry out the intent and purposes of this agreement.
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Each party is signing this termination on the date stated opposite that party's signature.
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