Exit Agreement
EXIT AGREEMENT
This Exit Agreement (“Agreement”) is entered into as of the [Effective Date] (“Effective Date”), between [Your Company Name], with its principal place of business at [Your Company Address] (hereinafter referred to as “Party A”) and [Party B Company Name], with its principal place of business at [Party B Company Address] (hereinafter referred to as “Party B”) (each a “Party” and collectively, the “Parties”).
I. DEFINITIONS
The following terms, as used herein, have the following meanings:
I.I “Agreement” means this Exit Agreement, as it may be amended from time to time.
I.II “Party” and “Parties” have the definitions outlined in the preamble.
I.III “Effective Date” has the definition outlined in the preamble.
II. PURPOSE
The intention behind this Agreement is to set out and establish the various terms and conditions that will guide and bind the process by which Party A plans to depart or exit from the ongoing or existing business relationship they currently enjoy with Party B.
III. CONFIDENTIALITY
Both parties recognize that in the course of this Agreement, it may become necessary to disclose or make available confidential information related to business operations to the other Party. Both Parties agree to protect the confidentiality of such information.
III.I Definition of Confidential Information: The agreement outlines what constitutes confidential information, including but not limited to trade secrets, financial data, and proprietary technologies, to ensure clarity on what must be safeguarded.
III.II Non-Disclosure Obligations: Both parties are bound by strict non-disclosure obligations, prohibiting the sharing or dissemination of confidential information to any third party without prior written consent, and safeguarding the sensitive nature of the disclosed information.
III.III Duration of Confidentiality Obligations: The confidentiality obligations extend beyond the termination of the agreement, ensuring that both parties continue to respect the confidentiality of disclosed information even after the conclusion of their business relationship, thus maintaining trust and protecting intellectual property.
IV. REPRESENTATIONS AND WARRANTIES
Both Parties represent and warrant that they are authorized to enter into and perform this Agreement and that doing so will not violate any other agreement to which they are respective Party.
IV.I Authority: Each party assures that they possess the legal authority to participate in and fulfill the terms of the agreement, ensuring compliance with relevant laws and regulations.
IV.II Non-Violation: Both parties guarantee that their involvement in this agreement won't breach any existing contractual obligations or legal commitments they've made elsewhere.
IV.III Accuracy of Information: They further affirm that all information provided in the agreement is accurate, complete, and not misleading to the best of their knowledge at the time of agreement.
IV.IV Capacity to Perform: Both parties assert that they have the capacity and resources necessary to fulfill their obligations as outlined in the agreement, ensuring smooth execution of the agreed-upon terms.
IV.V Continued Validity: Throughout the agreement, both parties pledge to maintain the validity of their representations and warranties, promptly informing each other of any changes that might affect their ability to meet their commitments.
V. INDEMNIFICATION
Party B shall indemnify Party A for all losses, claims, or allegations of any kind asserted against Party A arising out of this exit relationship.
V.I Scope of Indemnification: Party B agrees to cover any financial losses, legal claims, or accusations that may arise against Party A due to the terms and actions involved in terminating their relationship.
V.II Comprehensive Protection: This indemnification clause ensures that Party A is shielded from any potential liabilities or disputes that may emerge from their disengagement, providing a comprehensive safeguard for Party A's interests.
V.III Risk Mitigation: By indemnifying Party A, Party B assumes responsibility for mitigating risks associated with the termination process, offering reassurance to Party A regarding their financial and legal security.
V.IV Legal Defense Coverage: Party B undertakes to defend Party A against any legal actions or challenges that stem from the termination agreement, guaranteeing legal protection and support for Party A throughout the exit process.
V.V Assurance of Accountability: Through this indemnification provision, Party B demonstrates its commitment to being held accountable for any adverse consequences or liabilities that may arise, promoting transparency and trust in its dealings with Party A.
VI. TERMINATION CONDITIONS
VI.I Mutual Agreement: The Parties may terminate this Agreement by mutual written consent, specifying the effective date of termination and any post-termination obligations.
VI.II Breach: Either Party may terminate this Agreement in the event of a material breach by the other Party, provided that the breaching Party is given written notice and a reasonable opportunity to cure the breach.
VI.III Force Majeure: If the performance of this Agreement is prevented or significantly impaired by events beyond the control of either Party, including but not limited to acts of God, natural disasters, or government regulations, either Party may terminate this Agreement without liability upon written notice to the other Party.
VI.IV Effect of Termination: Upon termination of this Agreement, both Parties shall cease all activities under this Agreement, except as otherwise provided herein, and shall promptly return or destroy any confidential information exchanged between them under the confidentiality provisions of this Agreement.
VII. DISPUTE RESOLUTION
VII.I Negotiation: In the event of any dispute arising out of or relating to this Agreement, the Parties agree to first attempt to resolve the dispute informally through good-faith negotiation.
VII.II Mediation: If the Parties are unable to resolve the dispute through negotiation within [insert timeframe], the Parties agree to submit the dispute to non-binding mediation conducted by a mutually agreed-upon mediator.
VII.III Arbitration: If mediation is unsuccessful, any unresolved dispute shall be resolved by final and binding arbitration under the rules of [insert arbitration organization] by a single arbitrator appointed by mutual agreement of the Parties.
VII.IV Legal Action: Notwithstanding the foregoing, either Party may seek injunctive relief or other equitable remedies in a court of competent jurisdiction to prevent irreparable harm or maintain the status quo pending resolution of the dispute through negotiation, mediation, or arbitration.
VII.V Costs: Each Party shall bear its costs, including legal fees, associated with any dispute resolution proceedings.
VII. ENTIRE AGREEMENT
The present Agreement embodies the comprehensive and full understanding and agreement between the Parties involved. It overrides and replaces all prior and simultaneously existing agreements, assertions, and commitments that may have been made before or at the same time, connected to the subject matter in question. This pertains to any form they may have been communicated or recorded, whether in writing or verbally.
VIII. MISCELLANEOUS
VIII.I Governing Law: This Agreement shall be governed by and construed under the laws of [insert governing jurisdiction], without regard to its conflicts of law principles.
VIII.II Amendments: Any amendment or modification of this Agreement must be in writing and signed by both Parties.
VIII.III Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
VIII.IV Waiver: The waiver of any breach of any provision of this Agreement shall not be construed as a waiver of any other provision or any subsequent breach.
IX. SIGNATURES
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date first above written.
[PARTY A'S NAME]
[DATE SIGNED]
[PARTY B'S NAME]
[DATE SIGNED]
