Loading the contract library
Mutual termination agreement for UAE Mainland businesses ending all or a defined part of an identified commercial agreement, with close-out, transition, data, intellectual property, and continuing-obligation provisions.
UAE Mainland
Highlighted blanks are the details your parties fill in.
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] (the "First Party") and [TO BE CONFIRMED — Second Party] (the "Second Party").
"Existing Agreement" means [TO BE CONFIRMED — Existing Agreement], including its amendments, orders, statements of work and other documents identified in it or entered into under it.
"Termination Date" means [TO BE CONFIRMED — Termination Date].
Explore more templates in this category or region.
"Terminated Obligations" means [TO BE CONFIRMED — Terminated Obligations].
"Accrued Rights and Amounts" means [TO BE CONFIRMED — Accrued Rights and Amounts].
"Closing Balance" means [TO BE CONFIRMED — Closing Balance], being the net amount payable by the [TO BE CONFIRMED — Closing Balance Payer] after applying the agreed credits, refunds, deposits, deductions and set-off under this agreement.
"Final Invoice Date" means [TO BE CONFIRMED — Final Invoice Date]. "Closing Payment Due Date" means [TO BE CONFIRMED — Closing Payment Due Date].
"Refund Amount" means [TO BE CONFIRMED — Refund Amount]. "Refund Due Date" means [TO BE CONFIRMED — Refund Due Date].
"Early Termination Charge" means [TO BE CONFIRMED — Early Termination Charge]. "Early Termination Charge Due Date" means [TO BE CONFIRMED — Early Termination Charge Due Date].
"Transition Services" means [TO BE CONFIRMED — Transition Services]. "Transition Period" means [TO BE CONFIRMED — Transition Period]. "Transition Charges" means [TO BE CONFIRMED — Transition Charges].
"Property" means [TO BE CONFIRMED — Property, Materials and Equipment]. "Data" means [TO BE CONFIRMED — Data].
"Surviving Terms" means [TO BE CONFIRMED — Surviving Terms]. "Confidentiality Period" means 5 years.
"Insurance Run-off Period" means 6 years.
"Third-Party Notices" means [TO BE CONFIRMED — Third-Party Notices]. "Announcement Protocol" means no public announcement without the other party's prior written consent, except where disclosure is required by law, a court, a regulator or a stock exchange.
"Arabic Language Status" means English version prevails between the parties to the extent permitted by applicable law.
With effect from the Termination Date, the parties mutually terminate the Existing Agreement to the extent of the Termination Scope. The Terminated Obligations cease on that date, except as this agreement or the Existing Agreement expressly provides otherwise. This agreement does not affect rights, remedies, liabilities or obligations accrued before the Termination Date.
The parties confirm that the Accrued Rights and Amounts remain due and enforceable in accordance with the Existing Agreement and this agreement. Ending the Existing Agreement does not discharge either party from liability for a breach occurring before the Termination Date.
Each party must submit any final invoice, credit note and reasonable supporting information relating to the Existing Agreement by the Final Invoice Date. The parties must promptly reconcile those items in good faith. The Closing Balance must be paid by the Closing Payment Due Date. Each party may set off against an amount it owes only an amount that is due, undisputed or finally determined.
The party holding prepaid fees, deposits or other refundable amounts must refund the Refund Amount by the Refund Due Date, after deducting amounts properly due and payable under the Existing Agreement or this agreement. It must provide a reasonable written calculation of any deduction.
The First Party must pay the Early Termination Charge by the Early Termination Charge Due Date. The parties agree that it is the agreed commercial consideration for the early ending of the Terminated Obligations and is without prejudice to amounts otherwise accrued before the Termination Date, subject to any adjustment required by applicable law.
By the Termination Date, or as soon as reasonably practicable afterwards, each party must return to the other the Property belonging to that other party in its possession or control, subject to any lawful retention right. Each party must take reasonable care of that Property until it is returned.
By the Termination Date, or as soon as reasonably practicable afterwards, each party must make the Data available to the other in a reasonably usable format and, once return or export is complete, securely delete the other party's Data from its active systems, except to the extent retention is required by law or reasonably necessary in secure archived backups. Retained Data remains subject to the confidentiality and data protection obligations that survive under this agreement.
"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 its rights and obligations under this agreement or the Existing 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.
Termination does not transfer ownership of intellectual property rights. Each party retains ownership of its pre-existing materials and intellectual property rights. Any licence expressly stated in the Existing Agreement to be perpetual, irrevocable, paid-up or to survive termination continues in accordance with its terms. Any sublicence properly granted before the Termination Date to a customer or end user continues to the extent required by the Existing Agreement, provided that the relevant fees have been paid or are included in the Closing Balance.
Each party must provide reasonable cooperation to enable an orderly handover during the Transition Period. The party providing the Transition Services must perform them with reasonable skill and care. The receiving party must pay the Transition Charges in accordance with the Existing Agreement's payment terms, unless the parties agree otherwise in writing.
Termination does not affect any warranty under the Existing Agreement that by its terms applies to goods, deliverables or services supplied before the Termination Date. Except for those warranties and any express obligation in this agreement, neither party gives a new warranty in connection with the termination.
Each indemnity in the Existing Agreement that by its terms applies to events, claims or breaches occurring before the Termination Date survives in accordance with its terms. The indemnifying party's obligations remain subject to the claim procedure, exclusions and limitations in the Existing Agreement, unless this agreement expressly states otherwise.
Each party must maintain, or procure equivalent run-off cover for, insurance required under the Existing Agreement in respect of liabilities arising before the Termination Date for the Insurance Run-off Period, to the extent that cover is available on commercially reasonable terms.
This agreement does not create any new non-compete, non-solicitation, exclusivity or other post-termination restriction. Any restriction expressly surviving under the Existing Agreement continues only in accordance with its existing terms and to the extent enforceable under applicable law.
This agreement records a commercial arrangement and does not constitute an admission of liability, fault, breach or wrongdoing by either party.
Subject to performance of this agreement, each party releases the other from claims it has as at the Termination Date arising solely from completed performance of the Terminated Obligations, except for claims relating to fraud, wilful misconduct, confidentiality, data protection, intellectual property, unpaid amounts, indemnities, warranties, liabilities that cannot lawfully be released, or enforcement of this agreement or a surviving provision.
The parties must give the Third-Party Notices and reasonably cooperate on communications to affected customers, subcontractors, guarantors and regulators. Neither party may make a communication that is materially inconsistent with this agreement or that unnecessarily harms the other party's reputation.
The Announcement Protocol applies. Neither party may name the other as a client or supplier, or describe the services or the termination, in any publicity without the other's prior written consent, except as the law, a court, a regulator or a stock exchange requires.
The Surviving Terms survive termination in accordance with their terms. Without limiting them, the Confidentiality, Intellectual Property and Licences, Warranties, Indemnities, Insurance Run-off, No Admission of Liability, Notices, Governing Law and Disputes and any payment, audit, data protection or record-retention obligations that are expressed or intended to survive continue after the Termination Date.
Except as expressly varied by this agreement, the Existing Agreement continues in full force in respect of the Surviving Terms and matters arising before the Termination Date. If there is an inconsistency between this agreement and the Existing Agreement, this agreement prevails to the extent of that inconsistency.
A variation of this agreement is effective only if it is in writing and signed by authorised representatives of both parties.
Neither party may assign, transfer, novate, charge or otherwise deal with its rights or obligations under this agreement without the other party's prior written consent, except to a group company or as part of a bona fide corporate reorganisation, provided that the assigning party remains liable for performance.
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 and email] or to the Second Party at [TO BE CONFIRMED — Second Party notice address and email], 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.
This agreement and the provisions of the Existing Agreement that it preserves constitute the entire agreement between the parties on the termination and close-out of the Existing Agreement. Each party acknowledges that it has not relied on a statement or representation not set out in them, except that nothing limits liability for fraud.
If a provision of this agreement is illegal, invalid or unenforceable, it is to be modified to the minimum extent necessary to make it enforceable or, if that is not possible, treated as deleted. That does not affect the remaining provisions.
This agreement may be signed in counterparts, each of which is an original and all of which together form one instrument. The parties may sign it electronically to the extent permitted by applicable law.
The Arabic Language Status applies. The parties must procure any notarisation, legalisation, translation, filing or registration required by applicable law for this agreement to be effective or admissible, and must cooperate reasonably in doing so.
A person who is not a party to this agreement has no right to enforce any of its terms, except that a group company, customer or end user may enforce a continuing licence expressly preserved for its benefit under the Intellectual Property and Licences clause.
This agreement is governed by the laws of the Emirate of [TO BE CONFIRMED — Emirate] and the federal laws of the United Arab Emirates as they apply there. The parties must first try in good faith to settle any dispute arising out of or in connection with this agreement through their senior representatives within 30 days after either gives notice of it. If they do not, [TO BE CONFIRMED — Courts] have exclusive jurisdiction to settle it.