A termination of service agreement clause outlines the conditions under which either party may end the service contract, including any required notice periods and potential penalties or fees. It ensures that both parties understand their rights and obligations when discontinuing the agreement and helps prevent disputes.
In deviation of Section 22.1.9 of the SPA, the Parties have agreed that Klaus Hoppe (due to termination of service agreement) and Dr. Markus Klausner will no longer be members of the board of directors (Mitglieder des Verwaltungsrats) of the Company after the Closing. The remainder of Section 22.1.9 of the SPA remains unaffected.
§ 1 Termination of Service Agreement and Office / Garden leave
1. The existing Service Agreement between the parties dated April 24, 2017 (the
"Service Agreement") and all other service or employment relationships existing between Plaintiff and Defendant or any other company of the Carnival/Costa Group (which includes Carnival plc, Carnival Corporation, Costa Crociere S.p.A., and their respective affiliates and subsidiaries, collectively, the "Group") shall terminate at the end of April 30, 2024 (the "Termination Date") as a result of the notice of termination by the Defendant dated April 4, 2023.
2. Until the Termination Date, the Plaintiff shall remain irrevocably released of his duty to report to work with continued payment of his contractual remuneration and accrual of holiday entitlements (hereinafter “Garden Leave”).
3. Pursuant to Section 5.5 of the Service Agreement, the Plaintiff shall – insofar as not already done or insofar as the companies of the Group have not already dismissed him – resign from his offices which he has held exclusively in the interest of the Defendant in other associations without undue delay.
The Parties agree that the Service Agreement shall end on 31 October 2023 (“Termination Date”). Any other employment or service relationship with the Company or an affiliated company in the meaning of Section 15 of the German Stock Corporation Act (Aktiengesetz – AktG) ("Affiliates") shall also end at the Termination Date. To this extent, the undersigned of the Company act as representatives of the Affiliates.
(a) Termination of Service Agreement with HDSI
On December 31, 2018, the Company terminated the services agreement with Hunter Dickinson Services Inc. (“HDSI”), which was a related party as three directors of the Company are also principals of HDSI.
Effective from January 1, 2019 HDSI no longer provides services to the Company, and the Company had no transactions with HDSI, except for a reimbursement of warehouse rental in the amount of $12 for the three month period ended March 31, 2020.
Amounts due to related parties were mainly comprised of payables for brand use fee, reservation fee and other service fee to Ctrip, Accor and Cjia Group, cash received in advance of compensation fee for early termination of service agreement from China Hospitality JV and payables for construction service fee to Huali Jinshi which are short-term in nature and payable on demand. They are all trade nature.
(a) Termination of Service Agreement with HDSI
On December 31, 2018, the Company terminated the services agreement with Hunter Dickinson Services Inc. (“HDSI”), which was a related party as three directors of the Company are also principals of HDSI. In 2018 and prior years, HDSI invoiced the Company for their executive services (director fees) and for other services provided by HDSI under a services agreement dated July 2010.
Effective from January 1, 2019, HDSI no longer provides services to the Company, and the Company had no transactions with HDSI, except for a reimbursement of warehouse rental costs in the amount of $10 and $39 for the three and twelve-month periods ended December 31, 2019.
For the year ended December 31, 2018, the Company incurred total costs of $1,344 in transactions with HDSI. Of these, $537 related to administrative, legal, exploration and tax services, $527 related to reimbursements of office rent costs, and $280 related to director fees for two Taseko directors who are also principals of HDSI.
A Termination of Service Agreement is a formal, documented process that delineates the conditions under which a service contract between two parties can be dissolved. This agreement specifies the rights, responsibilities, and obligations of each party upon termination, ensuring a clear understanding of how the services will cease, any compensations or penalties involved, and how any remaining responsibilities will be managed.
When should I use a Termination of Service Agreement?
You should consider using a Termination of Service Agreement under several circumstances:
Contractual Breach: When either party fails to fulfill their obligations as stipulated in the original service agreement.
Mutual Consent: Both parties agree that the business relationship should end and wish to formalize the process amicably.
Change in Circumstances: Situations such as restructuring, financial instability, or new strategic directions necessitate a halt to the services.
Performance Issues: When one party is consistently underperforming or delivering subpar results, leading to a need to terminate the service relationship.
How do I write a Termination of Service Agreement?
When writing a Termination of Service Agreement, ensure the following components are included:
Parties Involved: Clearly identify the parties involved in the original service contract.
Reasons for Termination: Specify the reasons why the agreement is being terminated.
Termination Date: State the effective date when the termination will take place.
Responsibilities and Obligations: Outline the duties that need to be completed by each party prior to termination.
Final Payments or Penalties: Define any final payments, refunds, or penalties that must be settled.
Confidentiality: Reiterate any confidentiality clauses that will remain in effect after termination.
Signatures: Ensure that all parties provide signatures to validate the agreement.
Example:
Termination Date: The Agreement shall be terminated as of [Date], being known as the Termination Date.
Reason for Termination: The termination arises due to [specific reasons related to the breach, mutual consent, etc.].
Which contracts typically contain a Termination of Service Agreement?
Termination clauses are commonly included in various types of contracts, including but not limited to:
Service Contracts: Agreements between service providers and clients, such as IT services, maintenance, or consulting.
Employment Contracts: For employment termination processes.
Lease Agreements: Property lease agreements may contain clauses for termination under certain conditions.
Supplier Agreements: Contracts with suppliers or vendors, ensuring that any service or supply discontinuation is systematically handled.
Partnership Agreements: Outlining conditions for ending business partnerships.
These contracts ensure that both parties are aware of the conditions under which a service can be unilaterally or mutually terminated.
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"Termination with cause" refers to a contract provision that allows one party to end the agreement if the other party engages in specific misconduct or breaches the contract's terms. This clause typically outlines what constitutes "cause," such as failure to meet obligations, illegal activity, or unethical behavior.
A "Termination without cause" clause allows a company to terminate an employee's contract without needing to provide a specific reason. Typically, this clause requires the company to provide advance notice or compensation, such as severance pay, to the departing employee.
A termination clause outlines the conditions under which a contract may be legally ended by either party. It typically specifies acceptable grounds for termination, necessary notice periods, and any associated penalties or procedures to be followed.
16 example clauses
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