DIFC Mutual Termination Agreement — Dubai International Financial Centre (DIFC) | IndexLaw Templates
Termination agreementDubai International Financial Centre (DIFC)
DIFC Mutual Termination Agreement
A mutual termination agreement for businesses ending all or a specified part of an existing commercial agreement, under DIFC law.
What it covers
Mutual full or partial termination of a services, software, supply or distribution agreement between businesses.
Termination arrangements for existing amendments, orders and statements of work, including close-out payments, property, data and transition.
DIFC-law agreements where the parties may use DIFC Courts or arbitration.
What it does not cover
Employment termination, severance, compromise or settlement agreements.
A release of unrelated claims or a comprehensive dispute settlement.
Consumer contracts, real-estate conveyancing, insolvency arrangements or transactions requiring a notarised deed.
Document preview29 sections
INDEXLAW / CONTRACT LIBRARYAGREEMENT TEMPLATE
DIFC Mutual Termination Agreement
Dubai International Financial Centre (DIFC)
Highlighted blanks are the details your parties fill in.
Parties
This agreement is dated the date on which it is signed by the last of the parties.
This agreement is made between [TO BE CONFIRMED — First Party legal name and details] (the "First Party") and [TO BE CONFIRMED — Second Party legal name and details] (the "Second Party").
Key Terms
"Existing Agreement" means [TO BE CONFIRMED — Existing Agreement].
"In-Scope Documents" means [TO BE CONFIRMED — In-Scope Documents], being the amendments, orders, statements of work and other documents under the Existing Agreement affected by this agreement.
"Termination Date" means [TO BE CONFIRMED — Termination Date].
"Termination Scope" means [TO BE CONFIRMED — Termination Scope].
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"Payment Due Period" means 30 days after receipt of a valid final invoice.
"Refund Amount" means [TO BE CONFIRMED — Refund Amount].
"Refund Due Period" means 30 days after the Termination Date.
"Early Termination Charge" means [TO BE CONFIRMED — Early Termination Charge].
"Property Return Period" means 10 business days after the Termination Date.
"Data Return Period" means 30 days after the Termination Date.
"Data Deletion Period" means 60 days after the Termination Date.
"Confidentiality Period" means 5 years after the Termination Date.
"Transition Services" means [TO BE CONFIRMED — Transition Services].
"Transition Period" means [TO BE CONFIRMED — Transition Period].
"Transition Costs" means [TO BE CONFIRMED — Transition Costs].
"Insurance Run-Off Period" means the applicable limitation period for claims under the Existing Agreement.
"Release Consideration" means [TO BE CONFIRMED — Release Consideration].
"Third-Party Notices" means [TO BE CONFIRMED — Third-Party Notices].
"Announcement Terms" means [TO BE CONFIRMED — Announcement Terms].
Termination
With effect from the Termination Date, the parties mutually terminate the Existing Agreement solely to the extent stated in the Termination Scope. The In-Scope Documents are terminated accordingly. Any part of the Existing Agreement and any document not within the Termination Scope continues in full force.
Accrued Rights and Amounts
Termination does not affect any right, remedy, obligation or liability accrued before the Termination Date. Each party remains liable for amounts properly due for performance before that date, subject to the Payment and Set-Off clause and any applicable defence, credit or adjustment under the Existing Agreement.
Payment and Set-Off
Within 15 business days after the Termination Date, each party must provide its final invoice, credit note and reasonable supporting detail for amounts arising under the Existing Agreement. The party owing the net undisputed Closing Balance must pay it within the Payment Due Period. A party may set off an amount that is due and payable against an undisputed amount owed to the other party under the Existing Agreement or this agreement, and must pay the balance.
Refunds and Deposits
The party holding prepaid fees or a deposit must refund the Refund Amount within the Refund Due Period, after deducting amounts properly due, payable and notified with reasonable supporting detail. The refund is without prejudice to either party's accrued rights.
Early Termination Charge
The First Party must pay the Early Termination Charge within the Payment Due Period. The Early Termination Charge is the agreed charge for early termination and is subject to any express adjustment or set-off in this agreement; it does not limit liability for obligations that accrued before the Termination Date unless this agreement expressly says so.
Return of Property
Within the Property Return Period, each party must return to the other, or dispose of as it directs, its property, materials, equipment, documents and access credentials in its possession or control, except for copies retained under the Data and Records clause or reasonably required to evidence compliance. Each party bears its own return costs unless the Existing Agreement provides otherwise.
Data and Records
Within the Data Return Period, each party must return or make available for export the other party's data in its possession or control in a reasonably usable format. Within the Data Deletion Period, it must securely delete remaining copies, except copies required by law or retained in routine back-ups until overwritten, and on request certify compliance. Each party must comply with applicable data protection law, including the DIFC Data Protection Law (DIFC Law No. 5 of 2020).
Data Protection
Where the Second Party processes personal data on the First Party's behalf, it must process it only on the First Party's documented instructions; ensure personnel confidentiality; apply appropriate technical and organisational security measures; engage a sub-processor only with prior written authorisation and equivalent written terms; assist with data-subject requests and compliance; notify the First Party without undue delay of a personal data breach; transfer data outside the DIFC only on instructions and as law permits; and provide information needed to demonstrate compliance and allow audits. The parties must record the processing particulars in writing.
Confidentiality
"Confidential Information" means information of a confidential nature that one party or its group companies disclose to the other in connection with this agreement or the Existing Agreement. Each party must keep the other's Confidential Information confidential, use it only to perform or receive the Existing Agreement and this agreement, and disclose it only to its personnel, professional advisers, insurers and permitted subcontractors who need to know it and are bound by equivalent duties of confidence, or where the law, a court or a regulator requires disclosure. These duties do not apply to information that the recipient can show is or becomes public other than through its breach, was lawfully known to it without restriction, is independently developed, or is lawfully received from a third party without restriction. These duties continue for the Confidentiality Period and, for trade secrets, for as long as they remain trade secrets.
Intellectual Property and Licences
Termination does not transfer ownership of intellectual property. Each party retains ownership of intellectual property it owned before the Existing Agreement or developed independently. Licences granted under the Existing Agreement end on the Termination Date except to the extent expressly stated to survive. Any fully paid-up licence and any valid sublicence to a customer or end user granted before the Termination Date continues according to its terms, subject to the Existing Agreement's surviving restrictions.
Transition and Handover
During the Transition Period, the Second Party must provide the Transition Services with reasonable skill and care and cooperate reasonably to enable an orderly handover. The First Party must provide timely access, information and decisions reasonably needed. The First Party must pay the Transition Costs, subject to any agreed allocation in the Existing Agreement.
Pre-Termination Warranties and Indemnities
Any warranty, indemnity and related procedure in the Existing Agreement that by its terms applies to performance before the Termination Date survives for that performance, subject to its stated limitations, exclusions and time limits. Neither party gives a new warranty or indemnity under this agreement except as expressly stated.
Insurance Run-Off
Each party must maintain, or procure the maintenance of, insurance required by the Existing Agreement for the Insurance Run-Off Period to the extent available on commercially reasonable terms, and must provide reasonable evidence of that cover on request. This clause does not require a party to obtain cover beyond that reasonably available for claims arising before the Termination Date.
No New Restrictions
This agreement does not create any new non-compete, non-solicitation, non-dealing or exclusivity obligation. Any restriction in the Existing Agreement continues only if it expressly survives termination and only according to its existing terms.
No Admission
This agreement records a commercial termination and is not an admission of liability, breach, fault or wrongdoing by either party or any other person.
Release
No release is given under this agreement. Each party retains its rights and remedies arising from the Existing Agreement or this agreement, subject to their terms.
Third-Party Notices
The parties must cooperate in giving the Third-Party Notices. Neither party may make a notice inconsistent with this agreement or bind the other party without its written consent, except where law or a regulator requires it. Each party remains responsible for notices it is legally required to give.
Announcements
Neither party may name the other as a client or supplier, or describe the Existing Agreement or its termination, in any publicity without the other's prior written consent, except as permitted by the Announcement Terms or required by law, a court, stock exchange or regulator.
Survival
The provisions of the Existing Agreement that expressly survive termination, together with the accrued rights, Payment and Set-Off, Refunds and Deposits, Return of Property, Data and Records, Confidentiality, Intellectual Property and Licences, Pre-Termination Warranties and Indemnities, Insurance Run-Off, No New Restrictions, No Admission, Release, Governing Law and Disputes and other provisions which by their nature are intended to survive, continue according to their terms.
Relationship with Existing Agreement
This agreement records the parties' agreement on termination and prevails over the Existing Agreement and In-Scope Documents to the extent of any inconsistency. Except as expressly amended or terminated by this agreement, the Existing Agreement and In-Scope Documents remain unchanged.
Variation and Assignment
A variation of this agreement is effective only if in writing and signed by authorised representatives of both parties. Neither party may assign, transfer, charge, subcontract or deal with its rights or obligations under this agreement without the other party's prior written consent, except to a group company or successor in connection with a genuine reorganisation or transfer of substantially all relevant business, on written notice and provided the transferee assumes those obligations.
Notices
A notice under this agreement must be in writing and delivered by hand, by courier or by email to the First Party at [TO BE CONFIRMED — First Party notice address] or to the Second Party at [TO BE CONFIRMED — Second Party notice address], or to any other address a party notifies for this purpose. A notice is received: if delivered by hand or courier, on delivery; and if emailed, at the time it is sent or, if that is outside business hours at the recipient's location, at 9.00 am on the next business day. This clause does not apply to the service of legal proceedings.
Entire Agreement
This agreement and the Existing Agreement as continued by it are the entire agreement between the parties on the termination of the In-Scope Documents. Each party acknowledges that it has not relied on a statement not set out in them, but nothing limits liability for fraud or fraudulent misrepresentation.
Severability
If any provision of this agreement is or becomes illegal, invalid or unenforceable, it is to be modified to the minimum extent necessary to make it enforceable or, if that is not possible, deleted. The remaining provisions remain in full force.
Counterparts and Electronic Signature
This agreement may be signed in counterparts, each of which is an original and all of which together form one instrument. Delivery of an electronic copy of a signature is effective, and the parties intend electronic signatures to be valid to the extent permitted by the DIFC Electronic Transactions Law.
Third-Party Rights
A person who is not a party to this agreement has no right to enforce any term of it. The parties may vary, terminate or settle this agreement without the consent of any third party.
Governing Law and Disputes
This agreement and any non-contractual obligations arising out of or in connection with it are governed by the laws of the Dubai International Financial Centre. The courts of the Dubai International Financial Centre (the DIFC Courts) have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement, including any question about its existence, validity, interpretation, performance or termination.