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1. Parties: Identification of the contracting parties, including full legal names, registration details, and addresses
2. Background: Reference to the original supplier contract, its date, and key terms; brief context for the termination
3. Definitions: Definitions of key terms used in the termination agreement
4. Termination Date: Clear specification of when the contract will terminate, including any notice periods required under German law
5. Grounds for Termination: Statement of the legal basis for termination under German law and/or the original contract terms
6. Outstanding Obligations: Details of any remaining deliveries, services, or payments to be completed before termination
7. Final Payment Terms: Arrangements for final invoicing, payment schedules, and settlement of accounts
8. Return of Property: Requirements for returning any materials, equipment, or confidential information
9. Confidentiality Obligations: Confirmation that confidentiality obligations survive termination and their duration
10. Mutual Release: Release of claims and liabilities between parties, subject to specified exceptions
11. Governing Law: Confirmation of German law as governing law and jurisdiction for disputes
12. Signatures: Execution blocks complying with German form requirements
1. Transition Arrangements: Detailed transition plan if the termination requires handover to a new supplier
2. Intellectual Property Rights: Specific arrangements for IP rights if relevant to the supplier relationship
3. Employee Matters: Required when termination affects staffing arrangements or transferred employees
4. Non-Competition: Post-termination competition restrictions, if applicable and enforceable under German law
5. Data Protection: Specific arrangements for handling personal data post-termination if GDPR relevant
6. Warranty Obligations: Details of continuing warranty obligations for previously supplied goods
7. Insurance: Requirements for maintaining insurance coverage post-termination
8. Third Party Rights: Provisions regarding the impact on third party contracts or rights
1. Schedule of Outstanding Deliveries: Detailed list of pending deliveries or services to be completed
2. Schedule of Final Payments: Breakdown of all outstanding payments and payment timeline
3. Property Return Schedule: Inventory of all items to be returned and timeline for return
4. Transition Plan: Detailed timeline and responsibilities for transition activities
5. Original Contract: Copy of the original supplier contract being terminated
6. Notice History: Copies of relevant notices or correspondence leading to termination
7. Mutual Release Details: Specific terms and exceptions to the mutual release of claims
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