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What is a Termination Of Services Agreement?
A termination of services agreement is a legal document that outlines the terms and conditions under which one party ends their relationship with a service provider. It typically includes an end date, how much money will be owed by either party and who is responsible for any outstanding financial obligations.
Termination of service agreements are used in many different contexts, including to make clear when a contractor's employment has ended at a company or to establish expectations for how long a contractor will provide services before ending the contract. When entering into such an agreement, it's important to understand what you're agreeing to as well as what your rights are as either party if something goes wrong down the line.
Termination of a service agreement can happen for a variety of reasons, some of which include:
- A client being unhappy with the deliverables provided by the service provider.
- Fee disputes between client and service provider.
- Breach of confidentiality between client and service provider.
- Client no longer needs the service of the provider because they are internalizing the services.
Common Sections in Termination Of Services Agreements
Below is a list of common sections included in Termination Of Services Agreements. These sections are linked to the below sample agreement for you to explore.
Termination Of Services Agreement Sample
Exhibit (d)(4)
TERMINATION OF ADMINISTRATIVE SERVICES AGREEMENT
This Termination of Administrative Services Agreement, dated as of August 16, 2010 (this “Agreement”), by and among Buyer, ICx Technologies, Inc., a Delaware corporation (the “Company”), and Wexford Capital LP, a Delaware limited partnership that is a successor by merger to Wexford Capital LLC, Connecticut limited liability company (“Wexford”)
WHEREAS, as of the date hereof, the Company and Wexford are parties to an Administrative Services Agreement, dated as of October 1, 2005, as amended as of October 1, 2006 (as amended, the “Services Agreement”);
WHEREAS, as a condition to their willingness to enter into the Agreement and Plan of Merger (the “Merger Agreement”) dated as of the date hereof by and among FLIR Systems, Inc., an Oregon corporation (“Parent”), Indicator Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and the Company, Parent and Merger Sub have requested that Wexford, and in order to induce Parent and Merger Sub to enter into the Merger Agreement, Wexford has agreed to, enter into this Agreement;
WHEREAS, capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration given to each party hereto, the receipt of which is hereby acknowledged, the parties agree as follows:
| 1. | Agreement to Terminate. Notwithstanding any other provision of the Services Agreement to the contrary, the parties hereby agree that upon the Effective Time (a) other than as set forth below, the Services Agreement shall automatically terminate in all respects (without any further action on the part of any party hereto) and shall be of no further force or effect except as set forth in this Agreement and (b) any requirement for notice with respect to the termination of the Services Agreement is hereby waived. |
| 2. | Reimbursement of Reimbursable Expenses. |
| (a) | Prior to the Effective Time, Wexford may submit to the Company bills for reimbursement and related documentation concerning any not yet reimbursed reimbursable expenses under Section 4 of the Services Agreement, and all such bills shall be paid by the Company to Wexford consistent with the customary practice between Wexford and the Company, but in any event not later than the date on which the Effective Time occurs. |
| (b) | In the event that there are any reimbursable expenses under Section 4 of the Services Agreement that were not covered by bills submitted by Wexford pursuant to Section 2(a) of this Agreement, Wexford may submit to the Company bills for reimbursement and related documentation once the amounts of such reimbursable expenses are known, and each such bill shall be paid by the Company to Wexford within five Business Days following receipt by the Company of such bill. |
3. Indemnification. The provisions of Section 6 (Exculpation; Indemnification), Section 9 (No Raid) and Section 10 (Miscellaneous) of the Services Agreement shall survive termination of the Services Agreement.
4. Termination. In the event that the Merger Agreement shall be terminated without the Effective Time having occurred, this Agreement shall terminate at the same time as such termination.
5. Miscellaneous.
| (a) | Further Assurances. The parties will, from time to time, execute and deliver, or cause to be executed and delivered, such additional documents or take, or cause to be taken, such additional acts as may be necessary to give full effect to the terms and intent of this Agreement. |
| (b) | Governing Law. This Agreement shall be governed by, and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware. |
| (c) | Entire Agreement. This Agreement, together with the Services Agreement, constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. |
| (d) | Counterparts. This Agreement may be executed in multiple counterparts, all of which shall together be considered one and the same agreement. |
| (e) | Amendments. The parties hereto may only modify or amend this Agreement by a written agreement executed and delivered by duly authorized signatories of the respective parties which expressly states that it is intended to modify or amend this Agreement. |
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
2
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the day and year first above written.
| ICX TECHNOLOGIES, INC. | ||
| By: | /s/ Colin Cumming | |
| Name: Colin Cumming Title: CEO | ||
| WEXFORD CAPITAL LP | ||
| By: | /s/ Joseph M. Jacobs | |
| Name: Joseph M. Jacobs Title: President | ||
Reference:
Security Exchange Commission - Edgar Database, EX-99.(D).(4) 16 dex99d4.htm TERMINATION OF SERVICES AGREEMENT, Viewed October 12, 2021, View Source on SEC.
Who Helps With Termination Of Services Agreements?
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Meet some of our Termination Of Services Agreement Lawyers
Jeffrey A.
Trusted legal counsel and business advisor to businesses and executive teams in the software, financial, and technology industries. Practice areas include commercial transactions, licensing, SaaS/PaaS/IaaS delivery models, software product development, regulatory compliance, new business formation, employment matters, and general corporate matters.
James C.
After receiving my undergraduate degree in economics from Stanford, and my law degree from UCLA, I practiced in California for eight years before moving to Oregon in 1991. I am primarily a trial lawyer with over 50 jury trials, emphasizing personal injury, professional malpractice, construction, and employment law, but in the course of that practice have reviewed and drafted hundreds of releases, indemnification agreements, employment agreements, and construction agreements.
Elexius E.
My name is Elexius. I’ve been practicing since 2016. I began my career doing defense work for insurance companies. I handled worker’s compensation cases, insurance subrogation claims and a number of related employment issues including wage and hour disputes, resignation, termination and release of claims. I also handled employee contract matters and revised contracts as needed for my clients. In my current role I draft contracts and related agreements, including cease and desist, letters of understanding, and various notices. I also handle contractual interference issues.
September 19, 2023
Sahil M.
Drishti Law is devoted to assisting clients identify and protect their competitive advantage by establishing a capitalization strategy that adapts to their needs. Our expertise focuses on developing competent asset management strategies for innovators, creators, startups, and businesses. Additionally, navigating the current IP trends require a seamless experience that is personable and reflective of your goals. The principal attorney, Sahil Malhotra, founded Drishti Law because of his deep passion and ever-evolving interest in Intellectual property and Data Privacy. We take a holistic approach in balancing the risk and rewards as it relates to the development, management, and capitalization of your assets. Our ability to implement complex litigation and prosecution services permits effective execution of trademark, trade secret, copyright, and data privacy for individuals and businesses. It begins with creating a client-centric environment that develops trust through efficient decision making and instituting creative solutions.
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Ian L.
I am an attorney admitted in New York and New Jersey with 21 years of law firm and in-house, complex litigation, appellate, and counseling experience. I am admitted in the New York U.S. District Courts and several U.S. Courts of Appeals. I have handled white collar litigation and other complex litigation matters. I have extensive insurance coverage, antitrust, contract, and internal investigations experience, and securities law and financial-services litigation experience. I was a candidate for the U.S. Senate in New Jersey 2011.
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Wilberforce A.
Wilberforce Agyekum is an attorney with 16 years of experience practicing in areas of contracts, immigration, and criminal law. Wilberforce received a Bachelor of Science degree from Washington Adventist University, and Juris Doctorate from Seattle University School of Law.
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Grady C.
I have been practicing law since 2010 focusing on estate planning, probate, corporate & business, and family law matters. Prior to the practice of law, I had extensive experience as a financial advisor, business consulting, and information technology.
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