A mutual termination clause allows both parties in a contract to agree to end their agreement by mutual consent, effectively releasing each other from further obligations under the contract. This clause typically outlines the conditions and procedures required for both parties to initiate and formalize the termination process.
Notwithstanding anything to the contrary in the Agreement, the Parties mutually agree that until the Mutual Termination Effective Date, the Parties shall provide a level of time, staffing, effort and support of the Product and of the other obligations under the Agreement that is consistent with each Party’s level of engagement during January-June 2022.
Mutual Termination of the Agreement: The Parties agree that, effective on the Mutual Termination Effective Date, the Agreement shall be deemed terminated by the mutual agreement of the Parties. The Parties further agree as follows: ● On or promptly following the Mutual Termination Effective Date, Imprimis will, at EyePoint’s discretion, either promptly return to EyePoint or destroy any units of Product or other promotional materials related to the Agreement, in Imprimis’ possession. ● As of the Mutual Termination Effective Date, and except as is set forth in Section 13.6.1, all obligations of Imprimis to EyePoint, and all obligations of EyePoint to Imprimis, under the Agreement, shall cease, the Commercialization Committee and the Joint Steering Committee shall be dissolved. Except as required pursuant to Section 13.6.1, all activities regarding the Product occurring on or after the Mutual Termination Effective Date shall be EyePoint’s sole responsibility. ● Each Party shall, in accordance with Article 12 of the Agreement, indemnify and hold harmless the other Party, its sub-agents, its and their respective Affiliates, and its and their respective directors, officers, employees and agents, against all Liabilities resulting from such Party’s activities or omissions related to the Agreement that occur before, on or after the Mutual Termination Effective Date. ● On or promptly following the Mutual Termination Effective Date, Imprimis shall cease all promotion of the Product, and shall transfer to EyePoint any websites and remove online references to the Product on any of its web pages or other promotional materials. ● For purposes of interpretation of the Agreement, as the result of the Parties’ mutual agreement to terminate the Agreement, with the exception of the survival of Agreement sections described in Section 13.6.1, any clauses of the Agreement referring to the consequences of termination by one Party or by the other Party, for any reason or for no reason, shall be null and void and of no further force or effect. ○ By way of example and not of limitation, the following sections of the Agreement are hereby null and void and of no further force or effect: 13.6.2, 13.6.3, 13.6.4, 13.6.5.
Section 13.6.1 of the Agreement is hereby amended and restated in its entirety to read as follows: “13.6.1 The mutual termination of this Agreement shall be without prejudice to any rights which shall have accrued to the benefit of a Party prior to such expiration or termination. In addition, and without limiting the foregoing, Sections 1.1, 2.4, 4.3, 4.4, 5.7, 5.8, 8.4 (with respect to activities occurring in 2022), Article 9, Article 10, Article 12, Sections 13.6.1, 13.6.6 and Article 14 will survive the mutual termination of this Agreement, and Sections 8.5 and 8.6 shall survive for a period of five (5) years after such mutual termination.”
For a period of twelve (12) months following the Mutual Termination Effective Date, the Parties agree to mutually reconcile, in good faith, and to pay promptly any outstanding amounts due under the Agreement.
Unless expressly modified by this Letter, all terms and conditions set forth in the Agreement shall remain in full force and effect until the Mutual Termination Effective Date.
Mutual Termination Agreement for Collaboration, Option and License Agreement (the “Collaboration Agreement”) between Exicure, Inc. (“Exicure”) and Ipsen Biopharm Limited (“Ipsen”) THIS MUTUAL TERMINATION AGREEMENT (“Mutual Termination Agreement”) is made and entered into as of December 12th, 2022 (the “Termination Effective Date”)
2.Defined Terms. Capitalized terms used in this Mutual Termination Agreement that are not otherwise defined herein shall have the meanings set forth in the Agreement.
Survival. Section 13.8 (Survival) of the Agreement will continue to apply as modified by the terms of this Mutual Termination, provided that Sections 7.3(b), 9.4, 9.5, 13.1, shall not survive the termination of the Agreement. This Mutual Termination will be governed by, and enforced and construed in accordance with, the laws of the State of New York, without regard to its conflicts of law provisions. Notwithstanding any other provision in this Agreement, the Parties expressly reject the application of (a) the United Nations Convention on Contracts for the International Sale Of Goods, and (b) the 1974 Convention on the Limitation Period in the International Sale of Goods, as amended by that certain Protocol, concluded at Vienna, Austria on April 11, 1980. This Mutual Termination Agreement may be executed in counterparts, all of which taken together shall be regarded as one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Mutual Termination Agreement by their duly authorized representatives as of Termination Effective Date.
MUTUAL TERMINATION OF SHARE EXCHANGE AGREEMENT This MUTUAL TERMINATION OF SHARE EXCHANGE AGREEMENT, dated as of July 11, 2022 (this “Agreement”), is entered into by and between DDC Enterprise Limited, a Cayman Islands company (the “Company”), and Ace Global Business Acquisition Limited, a British Virgin Islands company (“Ace” and together with the Company, the “Parties”).
2. Mutual Termination of the Share Exchange Agreement. Notwithstanding anything to the contrary contained in the Share Exchange Agreement and except as otherwise provided herein, effective immediately, (a) the Share Exchange Agreement is hereby terminated, and the transactions contemplated thereby are hereby abandoned, and (b) none of the Contracting Parties or any of their respective Affiliates or representatives, shall have any further liability or obligation under the Share Exchange Agreement; provided, however, that notwithstanding the foregoing, no such mutual termination shall relieve any Contracting Party from liability for any fraud or willful breach of the Share Exchange Agreement, and (i) the agreements contained in Section 8.5 (Confidentiality), Article XI (Dispute Resolution), Section 12.4 (Effect of Termination) and Article XIII (Miscellaneous) of the Share Exchange Agreement and (ii) any corresponding definitions to the foregoing clause (i) set forth in Article I of the Share Exchange Agreement shall each survive the mutual termination of the Share Exchange Agreement and continue in full force and effect in accordance with their respective terms; provided, further, that Article XIII (Miscellaneous) of the Share Exchange Agreement shall only survive the mutual termination of the Share Exchange Agreement pursuant to the preceding proviso to the extent such Article is incorporated by reference in this Agreement pursuant to Section 4 below.
1. Mutual Termination. Effective immediately upon execution of this Mutual Termination Agreement, each party hereto hereby completely and immediately terminates the MOU, and acknowledges and agrees that neither party shall have any obligation or liability to the other in connection with the MOU.
Mutual Termination Agreement This Mutual Termination Agreement is made effective November 6, 2019, by and among Noble Vici Group, Inc., a Delaware corporation having its place of principal executive office at 1 Raffles Place, #33-02, One Raffles Place Tower One, Singapore 048616 (the "Company"), and Kootoro Vietnam Inc., a limited liability company organized under the laws of Vietnam (“Kootoro”).
2. Entire Agreement. This Mutual Termination Agreement is the entire agreement between the parties regarding the subject matter contained herein. It supersedes, and its terms govern, all prior proposals, agreements, or other communications between the parties, oral or written, regarding the subject matter contained herein.
On June 29, 2020, the Company, Qumu and Merger Sub entered into a mutual termination agreement pursuant to which the parties mutually agreed to terminate the Merger Agreement (the “Mutual Termination Agreement”). Under the terms of the Mutual Termination Agreement, Qumu has agreed to immediately pay the Company a fee in the amount of $250,000, and has also agreed to pay the Company an additional fee in the amount of $1,450,000 if Qumu enters into a binding definitive agreement for an acquisition transaction within 15 months of the date of the Mutual Termination Agreement, and which is ultimately consummated. The Mutual Termination Agreement also includes mutual releases of known and unknown claims among the Company, Merger Sub and Qumu arising out of, relating to, or in connection with the Merger Agreement and the Merger.
21.2.5Mutual Termination of Research Plan The Parties may terminate this Agreement on a Target-by-Target basis upon their mutual written agreement. In such event, the Parties shall each execute a written termination agreement referencing this provision and identifying the Target(s) to be terminated (each, a “Mutual Termination Target” and such notice, a “Mutual Target Termination Agreement”). The Mutual Target Termination Agreement shall include the following, called out in separate sections or schedules: (a) a listing of any Collaboration Patent Rights directed to the Mutual Termination Target(s) that Cover the Exploitation of products targeting the Mutual Termination Target(s) using inhibition as their mode of action (such Patent Rights, the “Inhibitor Patents” and such field, the “Roche Field”); (b) a summary of Know-How made, conceived or reduced to practice by either Party in the conduct of the Research Program that Covers the Exploitation of products in the Roche Field; (c) a listing of any Collaboration Patent Rights directed to the Mutual Termination Target(s) that Cover the Exploitation of products targeting the Mutual Termination Target(s) in the field of targeted protein degradation (such Patent Rights, the “Degrader Patents” and such field, the “C4T Field”); (d) a summary of all Know-How made, conceived or reduced to practice by either Party in the conduct of the Research Program that Covers the Exploitation of products in the C4T Field (all such Collaboration Patent Rights in the Roche Field and C4T Field, collectively, the “Terminated Target Collaboration Patents” and all such Know-How in the Roche Field and C4T Field, collectively, the “Terminated Target Know-How”); and (e) a listing of any Collaboration Patent Rights directed to the Mutual Termination Target(s) that Cover the Exploitation of products targeting the Mutual Termination Target(s) using both inhibition and degradation as their mode of action (“Combined Patents”). A Mutual Termination Target shall not be subject to exchange pursuant to the provisions of Section 4.1.3 hereof.
Nothing in this Mutual Termination shall effect the Scientific Advisory Board Agreement between the Parties, dated June 18, 2012, as amended.
This Mutual Termination Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and merges and supersedes all prior representation and communications, whether oral or written, between the Parties relating thereto. 4.Any dispute arising hereunder shall be resolved in accordance with the dispute resolution provisions in the Agreement. 5.All capitalised words and expressions used in this Mutual Termination Agreement that are not expressly defined shall have the meaning given to them in the Agreement. IN WITNESS WHEREOF, HOOKIPA and the CONSULTANT have executed this Mutual Termination Agreement on the Effective Date.
MUTUAL TERMINATION AGREEMENT This MUTUAL TERMINATION AGREEMENT (this “Agreement”) is entered into as of December 9, 2023 (the “Effective Date”) by and among (i) Newsight Imaging Ltd., an Israeli company (the “Company”), (ii) Newsight MergerSub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and (iii) Vision Sensing Acquisition Corp., a Delaware corporation (“VSAC” and together with the Company and Merger Sub, the “Parties” and each a “Party”).
Mutual termination is a legal agreement between two parties to end a contract or agreement by mutual consent. It allows both parties to walk away from their contractual obligations without incurring penalties or liabilities typically associated with a breach of contract. This type of termination generally indicates that both parties agree that continuing the contract is not beneficial or desired.
Mutual termination should be considered when both parties recognize that it is in their best interests to dissolve the contract. This could occur in several scenarios:
When drafting a mutual termination agreement, certain elements should be included to ensure clarity and legal enforceability:
Title: Clearly title the document as a “Mutual Termination Agreement.”
Parties: Identify all parties involved in the original agreement.
Recitals: Include background information outlining the existing agreement and the reason for termination.
Mutual Consent Clause: Explicitly state that both parties agree to terminate the contract and waive their rights to claims or actions related to the agreement.
Effective Date: Specify the date upon which the termination becomes effective.
Settlement of Obligations: Detail how remaining obligations and any unsatisfied terms will be addressed.
Release of Liability: Include clauses that release both parties from future claims arising out of the terminated contract.
Signatures: Ensure that both parties sign and date the agreement.
Mutual termination can be found in a wide range of contracts across different industries and types. Common examples include:
Employment Contracts: Where both employer and employee agree that ending the employment relationship is beneficial.
Supplier Agreements: When both a supplier and purchaser agree to end their agreement, possibly due to a change in requirements or better options elsewhere.
Lease Agreements: Where a landlord and tenant mutually agree to end a lease before it reaches its natural conclusion.
Partnership or Joint Venture Agreements: When partners in a business venture agree to dissolve the partnership due to changing business goals or objectives.
By addressing these questions, you should have a well-rounded understanding of mutual termination and how it can be applied in various contractual situations.
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