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1. Parties: Identification of the supplier and the company terminating the contract
2. Background: Reference to the original contract, its date, and key terms relevant to termination
3. Definitions: Key terms used in the termination agreement
4. Termination Date: Specific date when the contract will terminate and when various aspects of termination take effect
5. Basis for Termination: Legal grounds for termination (e.g., mutual agreement, breach, convenience) and reference to relevant contract clauses
6. Outstanding Payments: Details of any final payments, including outstanding invoices and termination-related costs
7. Return of Property: Requirements for returning any company property, documents, or confidential information
8. Mutual Release: Release of claims and liabilities between parties, subject to specified exceptions
9. Surviving Obligations: Specification of contract provisions that survive termination (e.g., confidentiality, IP rights)
10. Governing Law: Confirmation of Hong Kong law as governing law and jurisdiction
1. Transition Arrangements: Details of handover process and transition support - include if there's a need for transition period
2. Non-Compete Obligations: Reinforcement of any non-compete provisions - include if present in original agreement
3. Employee Matters: Provisions regarding affected employees or contractors - include if staff transfers are involved
4. Inventory Handling: Treatment of remaining inventory or work-in-progress - include for goods-based contracts
5. Intellectual Property Rights: Specific provisions for IP ownership and licenses - include if IP is involved
6. Tax Provisions: Special tax considerations or allocations - include if tax implications are significant
7. Insurance and Indemnities: Specific provisions about ongoing insurance requirements - include if significant risks exist post-termination
1. Schedule 1 - Outstanding Payments: Detailed list of all outstanding payments and payment schedule
2. Schedule 2 - Return of Property Checklist: Itemized list of all property, documents, and materials to be returned
3. Schedule 3 - Transition Plan: Detailed timeline and responsibilities for transition activities
4. Appendix A - Original Contract: Copy of the original supplier contract being terminated
5. Appendix B - Termination Notices: Copies of any formal termination notices or related correspondence
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