WHEREAS, the Parties entered into a certain [Type of Original Agreement] dated [Date of Original Agreement] (together with all amendments, supplements, schedules, exhibits and ancillary instruments thereto, hereinafter referred to as the "Original Agreement"), pursuant to which the Parties undertook certain mutual obligations in connection with [Brief Description of Subject Matter of the Original Agreement];

WHEREAS, each of the Parties is a legal entity acting in its ordinary course of business for commercial and business purposes, and neither Party is acting in the capacity of a consumer in connection with the Original Agreement or this Termination Agreement;

WHEREAS, the Parties have, after due deliberation and in the exercise of their respective commercial judgment, mutually determined that it is in their respective interests to bring the Original Agreement to an end upon the terms and conditions set forth herein, by mutual consent and without the attribution of fault or breach to either Party;

WHEREAS, the Parties wish to document in writing, in a definitive and binding manner, the termination of the Original Agreement, the discharge of all obligations arising thereunder (save as expressly preserved herein), and the mutual release of all claims that the Parties may have against each other arising out of or in connection with the Original Agreement;

For the purposes of this Termination Agreement, the following terms shall bear the following meanings: "Effective Date of Termination" shall have the meaning ascribed to it in the section headed Effective Date of Termination; "Claims" shall mean any and all claims, demands, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, damages, judgments, executions, liabilities and obligations of any nature whatsoever, whether known or unknown, suspected or unsuspected, matured or unmatured, liquidated or unliquidated, contingent or fixed, in law, in equity or otherwise; and "Confidential Information" shall bear the meaning ascribed to it under the Original Agreement, which meaning is hereby incorporated by reference herein mutatis mutandis.

NOW, THEREFORE, in consideration of the mutual covenants, undertakings and releases contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged by each of the Parties, the Parties, intending to be legally bound, hereby covenant and agree as follows.

The Parties hereby mutually agree, confirm and acknowledge that the Original Agreement shall be, and hereby is, terminated in its entirety by mutual consent, with effect from and including the Effective Date of Termination, and that from and after such date the Original Agreement shall cease to have any further force or effect whatsoever as between the Parties, save in respect of those provisions expressly identified herein as surviving termination.

Such termination shall be deemed to constitute a consensual and amicable termination of the Original Agreement, and shall not be construed, interpreted or alleged by either Party to constitute, imply, evidence or admit any breach, default, repudiation, misrepresentation, non-performance or wrongdoing by either Party in connection with the Original Agreement.

Each Party hereby irrevocably and unconditionally waives any and all rights, options, remedies and entitlements that it may have had under the Original Agreement, at law or in equity, to continue, renew, extend, revive or reinstate the Original Agreement, and acknowledges that no further performance of any kind shall be due, owing or demandable by either Party under the Original Agreement after the Effective Date of Termination.

All licences, authorisations, permissions, consents, powers of attorney, rights of access and other entitlements granted by either Party to the other Party under or in connection with the Original Agreement shall automatically and simultaneously terminate and be revoked with effect from the Effective Date of Termination, without any further act, formality or notice being required.

Any pending orders, requisitions, work orders, statements of work, purchase orders, service requests or other instruments issued or to be issued under or pursuant to the Original Agreement shall be deemed cancelled and of no further effect as of the Effective Date of Termination, and neither Party shall be under any obligation to accept, perform, deliver or process any such instrument from and after such date.

The termination effected by this Termination Agreement shall operate as a full and final termination of the contractual relationship between the Parties arising from the Original Agreement, and shall not be subject to any condition subsequent, reservation, qualification or reversal, save as may be expressly provided for herein.

Subject only to the obligations expressly preserved by this Termination Agreement, each Party, on behalf of itself and its respective predecessors, successors, assigns, parent entities, subsidiaries, affiliates, officers, directors, shareholders, employees, agents, representatives, insurers and attorneys (collectively, the "Releasing Persons"), hereby irrevocably, unconditionally and fully releases, acquits and forever discharges the other Party and each of its respective predecessors, successors, assigns, parent entities, subsidiaries, affiliates, officers, directors, shareholders, employees, agents, representatives, insurers and attorneys (collectively, the "Released Persons") from any and all Claims that the Releasing Persons ever had, now have or may hereafter have against the Released Persons, arising out of, relating to, or in connection with the Original Agreement or any act, omission, event, matter or circumstance occurring or existing on or prior to the Effective Date of Termination in connection therewith.

The release granted hereunder is intended by the Parties to be, and shall be construed as, a general release of the broadest possible scope permissible under applicable law, and shall extend to and encompass all Claims whether presently known or unknown, suspected or unsuspected, disclosed or undisclosed, foreseen or unforeseen, matured or unmatured, contingent or liquidated.

Each Party expressly, knowingly and voluntarily waives, to the fullest extent permitted by applicable law, the benefit of any statute, rule or doctrine of law which would otherwise limit the effect of a general release to those Claims which the releasing party knew or suspected to exist in its favour at the time of executing the release.

Each Party covenants and agrees that it shall not, and shall procure that none of its Releasing Persons shall, directly or indirectly, commence, prosecute, maintain, assist, encourage or participate in any action, suit, arbitration, administrative proceeding or other legal or equitable proceeding against any of the Released Persons in respect of any Claim released hereunder, and acknowledges that this Termination Agreement may be pleaded as a complete bar and defence to any such proceeding.

The mutual releases set forth in this section are given in consideration of the mutual releases, promises, covenants and undertakings exchanged by the Parties herein, the sufficiency of which is hereby acknowledged, and no further consideration shall be payable by either Party in respect thereof.

Notwithstanding the generality of the foregoing, nothing in this section shall operate to release, waive, discharge or otherwise affect: (i) any rights, obligations or liabilities arising under this Termination Agreement itself; or (ii) the surviving obligations expressly preserved under the section headed Surviving Obligations.

The termination of the Original Agreement effected pursuant to this Termination Agreement shall take effect, and shall be fully operative as between the Parties, as of [Effective Date of Termination] (the "Effective Date of Termination").

In the event that the Execution Date and the Effective Date of Termination do not coincide, the Parties agree that, during the period commencing on the Execution Date and ending on the Effective Date of Termination (if any), the Original Agreement shall continue to govern the relationship between the Parties, subject to the understandings reached herein.

The Parties confirm that the Effective Date of Termination has been agreed upon after due commercial consideration and that neither Party shall be entitled to seek any adjustment, postponement or acceleration of such date except by mutual written agreement duly executed by authorised representatives of both Parties.

Should any act, deed, filing, notification, registration, de-registration or other formality be required under applicable law or under the terms of the Original Agreement in order to render the termination fully effective vis-à-vis any third party, each Party shall, at its own cost, execute and deliver such further documents and take such further actions as may reasonably be requested by the other Party for such purpose.

Time shall be of the essence with respect to the Effective Date of Termination and all other dates and time periods specified in this Termination Agreement.

With effect from the Effective Date of Termination, all rights, duties, obligations, undertakings, covenants and liabilities of the Parties arising under or in connection with the Original Agreement shall cease, lapse and be extinguished, save and except for those obligations expressly stated herein to survive termination.

Neither Party shall, by reason of or in consequence of the termination of the Original Agreement, be entitled to claim or recover from the other Party any compensation, damages, indemnity, loss of profits, loss of goodwill, loss of anticipated savings, loss of business opportunity, reimbursement of expenses or any other sum of any nature whatsoever, whether direct, indirect, incidental or consequential, each Party hereby expressly, knowingly and irrevocably waiving any such entitlement.

The Parties hereby confirm their mutual understanding and agreement that no final payment, settlement sum, severance payment, exit fee, break fee, wind-down compensation or similar amount shall be due, owing or payable by either Party to the other Party in connection with the termination of the Original Agreement, and that each Party shall bear its own costs, expenses and losses arising from or incidental to such termination.

Each Party shall bear its own legal, accounting, advisory and administrative costs and expenses incurred in connection with the negotiation, preparation, execution and performance of this Termination Agreement, and no such costs or expenses shall be recoverable from the other Party.

Any taxes, duties, levies, charges or imposts payable by either Party as a consequence of or in connection with the termination of the Original Agreement shall be borne solely by the Party upon whom such taxes are legally imposed, and neither Party shall have any obligation to gross up, reimburse or indemnify the other Party in respect thereof.

The termination of the Original Agreement shall not affect the validity, enforceability or binding nature of this Termination Agreement, which shall continue in full force and effect in accordance with its terms.

Each Party acknowledges that, in the course of performing the Original Agreement, it may have received or had access to Confidential Information belonging to or concerning the other Party, and that the confidentiality obligations assumed by each Party under the Original Agreement are intended by the Parties to survive the termination thereof and to continue to bind the Parties in accordance with their original terms.

Each Party covenants and agrees that it shall continue to hold all Confidential Information of the other Party in strict confidence, shall not disclose any such Confidential Information to any third party without the prior written consent of the other Party, and shall not use any such Confidential Information for any purpose other than as may be strictly required for the orderly wind-down of the contractual relationship between the Parties or as may be expressly permitted hereunder.

The confidentiality obligations of each Party under the Original Agreement, together with any corresponding definitions, exceptions, carve-outs, remedies and ancillary provisions, are hereby incorporated by reference into this Termination Agreement and shall continue to apply mutatis mutandis to the Parties for the period specified therein or, in the absence of a specified period, for a period of [Number] years from the Effective Date of Termination.

Neither Party shall make, issue or authorise any press release, public announcement, marketing communication or external statement regarding the termination of the Original Agreement or the terms of this Termination Agreement without the prior written consent of the other Party, save where such disclosure is required by applicable law, regulation, court order or the rules of a recognised stock exchange or regulatory authority, in which case the disclosing Party shall, where lawful and practicable, provide the other Party with reasonable prior notice and an opportunity to comment on the proposed disclosure.

Each Party shall procure that its directors, officers, employees, agents, advisors, affiliates and subcontractors who have had or may have access to the Confidential Information of the other Party are bound by confidentiality obligations no less stringent than those contained in this section, and each Party shall be responsible for any breach of such obligations by any such person as if such breach were its own.

In the event of any actual, threatened or anticipated breach of the confidentiality obligations preserved under this section, the non-breaching Party shall be entitled, in addition to any other remedies available to it at law or in equity, to seek and obtain injunctive relief and specific performance, without the need to post bond or to prove actual damages.

The Parties hereby mutually acknowledge, confirm and declare that, as at the Execution Date, all monetary and non-monetary obligations arising under the Original Agreement have been duly and fully performed, satisfied, settled and discharged by each Party, and that there are no outstanding payments, invoices, fees, charges, deliverables, services, works, reports, materials or other performance items owed by either Party to the other Party thereunder.

Consistent with the understandings recorded in the section headed Effect of Termination, no final payment, settlement sum, true-up, reconciliation payment or balancing amount shall be due or payable by either Party to the other in connection with the termination of the Original Agreement.

In the event that, following the Execution Date, either Party inadvertently receives any payment, invoice, demand or other item from the other Party which was intended to relate to any obligation that has been settled, released or extinguished under this Termination Agreement, the receiving Party shall promptly notify the other Party thereof and shall return or disregard such item as appropriate, with no obligation to make payment or to take any further action in respect thereof.

Each Party expressly waives any right it may have, whether under contract, at law or in equity, to raise, submit, assert or pursue any further invoice, demand, claim or request for payment against the other Party in respect of any matter arising under or in connection with the Original Agreement, and acknowledges that any such invoice, demand, claim or request shall be of no legal effect and shall not be enforceable.

Each Party agrees that it shall not initiate, request or support any audit, inspection, reconciliation or review of the other Party's books, records or accounts in respect of the Original Agreement from and after the Effective Date of Termination, save where expressly required to do so by applicable law or by a competent regulatory authority.

The provisions of this section shall constitute a full and final settlement of all accounting matters as between the Parties in respect of the Original Agreement.

Each Party undertakes that, no later than [Number] days following the Effective Date of Termination, it shall return to the other Party, or, at the other Party's written election, securely destroy, all property, equipment, documents, records, files, data, materials, samples, prototypes, keys, access cards, credentials, tokens and other items of any nature belonging to the other Party which are in its possession, custody or control as a result of the Original Agreement.

Each Party shall further return or securely destroy, in accordance with the preceding clause, all copies, extracts, summaries, compilations, analyses, derivatives and reproductions of the other Party's Confidential Information, in whatever form or medium stored (including, without limitation, in physical, electronic, digital or cloud-based form), and shall take all reasonable steps to delete, expunge or render permanently inaccessible any such Confidential Information held on its systems, servers or storage devices.

Notwithstanding the foregoing, each Party shall be entitled to retain one copy of any materials or information: (i) to the extent required to comply with any applicable law, regulation or professional standard; (ii) as may be contained in automated electronic back-up systems made in the ordinary course of business and not readily accessible to end users; or (iii) as may be reasonably required for the purpose of evidencing or enforcing its rights under this Termination Agreement, provided that any such retained materials shall continue to be subject to the confidentiality obligations preserved hereunder.

Upon the written request of the other Party, each Party shall promptly furnish a written certification, signed by a duly authorised officer, confirming that it has complied in full with its obligations under this section.

Each Party shall bear its own costs and expenses associated with the return or destruction of property and materials as contemplated by this section, and no reimbursement shall be payable by the other Party in respect thereof.

Any property or materials not returned or destroyed within the time period specified herein shall, at the option of the owning Party, be deemed abandoned, without prejudice to the owning Party's rights and remedies under this Termination Agreement or at law.

Each Party represents and warrants to the other Party, as at the Execution Date, that: it is a company duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation; it has full corporate power, authority and capacity to enter into this Termination Agreement and to perform its obligations hereunder; and the execution, delivery and performance of this Termination Agreement have been duly and validly authorised by all necessary corporate action on its part.

Each Party further represents and warrants that this Termination Agreement has been duly executed and delivered by its authorised representative and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject only to applicable insolvency, bankruptcy, reorganisation and similar laws affecting the enforcement of creditors' rights generally.

Each Party represents and warrants that the execution, delivery and performance of this Termination Agreement by it does not and will not: (i) violate any provision of its constitutional documents; (ii) contravene any applicable law, regulation or order of any governmental or judicial authority binding on it; or (iii) conflict with, result in a breach of, or constitute a default under any other agreement or instrument to which it is a party or by which it or any of its assets is bound.

Each Party represents and warrants that it has not assigned, transferred, pledged, encumbered or otherwise disposed of, in whole or in part, any Claim released or purported to be released hereunder, and that no third party has acquired any right, title or interest in or to any such Claim through, under or by reason of such Party.

Each Party represents and warrants that it has had the opportunity to obtain independent legal, financial and tax advice in respect of this Termination Agreement, that it has either obtained such advice or has knowingly and voluntarily chosen not to do so, and that it enters into this Termination Agreement freely, voluntarily and without duress, undue influence or coercion.

Each Party acknowledges and agrees that the representations and warranties set forth in this section are made as a material inducement to the other Party to enter into this Termination Agreement, and that the other Party has relied upon the truth and accuracy of such representations and warranties in doing so.

Save for the representations and warranties expressly set forth in this Termination Agreement, each Party disclaims any and all other representations and warranties, whether express, implied or statutory, in connection with the subject matter hereof.

Notwithstanding the termination of the Original Agreement and the general discharge of obligations contemplated hereby, the Parties expressly agree that the confidentiality obligations assumed by each Party under the Original Agreement, as reaffirmed and preserved under the section headed Confidentiality herein, shall survive the termination of the Original Agreement and shall continue to bind the Parties in accordance with their terms.

Save as expressly provided in the preceding clause, no other obligation, covenant, undertaking, warranty, indemnity or provision of the Original Agreement shall survive the termination thereof, and all such other obligations shall be deemed fully and finally extinguished as of the Effective Date of Termination.

The provisions of this Termination Agreement that, by their nature or express terms, are intended to continue in force following the Execution Date (including, without limitation, the sections headed Mutual Release of Claims, Confidentiality, Representations and Warranties, Notices, Governing Law and Dispute Resolution, Entire Agreement, Severability, Amendments and Waivers, and Counterparts and Execution) shall survive and remain in full force and effect in accordance with their terms.

The survival of the obligations identified in this section shall not be construed as reinstating, reviving or extending any other provision of the Original Agreement or as imposing any additional obligation on either Party beyond that which is expressly contemplated herein.

The expiry of the survival period applicable to any surviving obligation shall not affect any accrued right or remedy of either Party in respect of a breach of such obligation occurring prior to such expiry.

Any notice, request, demand, consent, approval, waiver or other communication required or permitted to be given under or in connection with this Termination Agreement (each a "Notice") shall be in writing, in the English language, and shall be delivered by hand, by internationally recognised courier service, by registered or certified mail with return receipt requested, or by electronic mail to the address of the receiving Party specified below or to such other address as such Party may designate by Notice given in accordance with this section.

Notices to the Terminating Party shall be addressed to: [Terminating Party Name], Attention: [Name/Title], Address: [Address], Email: [Email Address].

Notices to the Counterparty shall be addressed to: [Counterparty Name], Attention: [Name/Title], Address: [Address], Email: [Email Address].

A Notice shall be deemed to have been duly given and received: (i) if delivered by hand, at the time of delivery; (ii) if sent by internationally recognised courier, on the date of signed receipt or refusal of delivery; (iii) if sent by registered or certified mail, on the fifth business day after the date of posting; and (iv) if sent by electronic mail, at the time of successful transmission, provided that no bounce-back or non-delivery notification has been received by the sender.

Any Notice given on a day that is not a business day in the place of receipt, or given after 5:00 p.m. (local time of the recipient) on a business day, shall be deemed to have been received on the next following business day in the place of receipt.

Each Party shall promptly notify the other Party in writing of any change in its contact details for the purposes of this section, and until such notification is received, Notices sent to the previously designated contact details shall be deemed validly given.

This Termination Agreement, and any non-contractual obligations arising out of or in connection with it, shall be governed by, and construed and interpreted in accordance with, the laws of [Country/Jurisdiction], without regard to its conflict of laws rules or principles that would require the application of the laws of any other jurisdiction.

The Parties shall endeavour, in good faith and through amicable negotiation between duly authorised representatives of senior standing, to resolve any dispute, controversy, claim or difference arising out of or in connection with this Termination Agreement, including any question regarding its existence, validity, interpretation, performance, breach or termination (a "Dispute"), within a period of [Number] days following written notice of the Dispute given by one Party to the other.

In the event that any Dispute is not resolved through such amicable negotiation within the period specified in the preceding clause, such Dispute shall be finally and exclusively resolved by [arbitration under the rules of [Arbitral Institution] / the competent courts of [City, Country]], which shall have exclusive jurisdiction over the matter.

The seat or legal place of [arbitration/jurisdiction] shall be [City, Country], and the language of all proceedings shall be English. Where arbitration is elected, the tribunal shall consist of [Number] arbitrator(s) appointed in accordance with the applicable rules.

The prevailing Party in any Dispute shall be entitled to recover from the non-prevailing Party its reasonable costs and expenses incurred in connection with the Dispute, including reasonable attorneys' fees, arbitrators' fees and institutional charges, as determined by the tribunal or competent court.

Notwithstanding the foregoing, each Party shall be entitled to seek and obtain interim, provisional or injunctive relief in any court of competent jurisdiction to protect its rights or Confidential Information, without such application being deemed a waiver of the agreed dispute resolution mechanism.

Each Party irrevocably waives, to the fullest extent permitted by law, any objection it may now or hereafter have to the laying of venue of any Dispute in the agreed forum, and any claim that any such Dispute has been brought in an inconvenient forum.

This Termination Agreement, together with any instruments expressly incorporated herein by reference, constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof, namely the termination of the Original Agreement and the matters incidental thereto.

This Termination Agreement supersedes and replaces all prior and contemporaneous negotiations, discussions, representations, understandings, correspondence, memoranda and agreements, whether oral or written, between the Parties relating to the subject matter hereof.

Each Party acknowledges and agrees that, in entering into this Termination Agreement, it has not relied upon any statement, representation, warranty, assurance or undertaking (whether made negligently or innocently) made by or on behalf of the other Party which is not expressly set out in this Termination Agreement.

For the avoidance of doubt, nothing in this section shall operate to exclude or limit any liability of a Party for fraud or fraudulent misrepresentation.

The Original Agreement is referenced in this Termination Agreement solely for the purpose of effecting its termination and giving effect to the matters set out herein, and no provision of the Original Agreement shall be deemed to form part of this Termination Agreement save as expressly incorporated by reference herein.

If any provision or part-provision of this Termination Agreement is or becomes invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of the remaining provisions of this Termination Agreement, which shall continue in full force and effect.

In the event that any provision or part-provision is held to be invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is valid, legal and enforceable and achieves, to the greatest extent possible, the original commercial intention of the Parties.

If such amendment is not possible, the invalid, illegal or unenforceable provision shall be deemed deleted, but such deletion shall not affect the validity and enforceability of the rest of this Termination Agreement.

The invalidity, illegality or unenforceability of a provision of this Termination Agreement in one jurisdiction shall not affect the validity, legality or enforceability of such provision in any other jurisdiction.

Each provision of this Termination Agreement is severable and distinct from the others, and the Parties confirm that they would have entered into this Termination Agreement even if any invalid, illegal or unenforceable provision had been omitted.

No amendment, modification, supplement, variation or addition to this Termination Agreement shall be valid or effective unless made in writing and signed by a duly authorised representative of each of the Parties.

No waiver by either Party of any provision of this Termination Agreement or of any breach, default or non-compliance thereof shall be effective unless such waiver is expressly set out in writing and signed by the Party granting the waiver.

A waiver of any provision, breach, default or non-compliance shall apply only to the specific instance for which it is given and shall not operate as, or be deemed to constitute, a waiver of any other provision, breach, default or non-compliance, whether of the same or a different nature.

No failure, delay or forbearance on the part of either Party in exercising any right, power, privilege or remedy under this Termination Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, privilege or remedy preclude any other or further exercise thereof or the exercise of any other right, power, privilege or remedy.

The rights, powers, privileges and remedies provided in this Termination Agreement are cumulative and in addition to, and not exclusive of, any rights, powers, privileges or remedies provided by law or in equity.

Any amendment or waiver effected in accordance with this section shall be binding upon the Parties and their respective successors, permitted assigns and legal representatives.

This Termination Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all such counterparts, taken together, shall constitute one and the same instrument.

Delivery of an executed counterpart of this Termination Agreement by electronic mail (in portable document format or similar), by facsimile transmission, or by any electronic signature platform mutually accepted by the Parties, shall be as effective as delivery of a manually executed original counterpart.

Each Party expressly agrees that electronic signatures affixed to this Termination Agreement shall have the same legal force and effect as handwritten signatures, and shall be deemed to satisfy any requirement under applicable law for an agreement to be in writing and signed.

Each Party warrants and represents that the individual executing this Termination Agreement on its behalf has been duly and validly authorised to do so, and that such execution binds the Party for all purposes hereunder.

The exchange of signed counterparts by electronic means shall constitute conclusive evidence of the valid execution and delivery of this Termination Agreement by the executing Party, and no Party shall raise the use of such means of execution as a defence to the enforceability of this Termination Agreement.