Termination Notice Pack

) before final execution.
5. Have each form reviewed by qualified California-licensed legal counsel before use.

JURISDICTION: California (United States)
LAST UPDATED: 2026-02-21
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CALIFORNIA TERMINATION NOTICE PACK

Prepared for: [________________________________]
Underlying Agreement: [________________________________] dated [__/__/____]
Pack Prepared By: [________________________________]
Date of Preparation: [__/__/____]

DISCLAIMER. This Termination Notice Pack is furnished for informational and educational purposes only. It does not constitute legal advice, create an attorney-client relationship, or substitute for the advice of competent counsel admitted to practice in the State of California. The user assumes all risk associated with the use of these forms. Each notice and agreement must be reviewed and customized by a qualified attorney before execution or delivery.

TABLE OF CONTENTS

1. Form 1 — Termination for Cause (Material Breach)
2. Form 2 — Termination for Convenience
3. Form 3 — Cure Notice (Pre-Termination Warning)
4. Form 4 — Termination for Insolvency / Bankruptcy
5. Form 5 — Termination for SLA / Performance Failure
6. Form 6 — Non-Renewal Notice
7. Form 7 — Mutual Termination Agreement
8. Delivery Instructions
9. California-Specific Provisions
10. Electronic Signatures
11. Post-Termination Checklist

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FORM 1 — TERMINATION FOR CAUSE (MATERIAL BREACH)

NOTICE OF TERMINATION FOR CAUSE

Date: [__/__/____]

Via: [☐ Certified Mail, Return Receipt Requested / ☐ Overnight Courier / ☐ Hand Delivery / ☐ Email with Read Receipt (if permitted by Agreement)]

TO:
[________________________________]
[________________________________]
[________________________________]
Attn: [________________________________]

FROM:
[________________________________] ("Terminating Party")
[________________________________]
[________________________________]
Attn: [________________________________]

RE: Notice of Termination for Cause — Material Breach of [________________________________] dated [__/__/____] (the "Agreement")

Dear [________________________________]:

This letter constitutes formal notice of termination for cause of the above-referenced Agreement, delivered pursuant to Section [____] thereof.

1. AUTHORITY TO TERMINATE. Pursuant to Section [____] of the Agreement, the Terminating Party is entitled to terminate the Agreement upon the occurrence of a material breach by the other party that remains uncured after the expiration of the applicable cure period.

2. DESCRIPTION OF MATERIAL BREACH. The Terminating Party has determined that the following constitutes a material breach of the Agreement:

Nature of Breach: [________________________________]

Specific Provisions Breached: Section(s) [____] of the Agreement.

Date(s) of Breach: [__/__/____] [through [__/__/____], if ongoing].

Factual Basis: [________________________________]

Supporting Documentation: [________________________________]

3. PRIOR CURE NOTICE. [☐ A cure notice was delivered on [__/__/____] providing [____] calendar days to cure. The cure period expired on [__/__/____] without cure being effected. / ☐ No prior cure notice is required under the Agreement for this category of breach (see Section [____]).]

4. EFFECTIVE DATE OF TERMINATION. This termination shall become effective on [__/__/____] (the "Termination Date"), which is [☐ immediately upon receipt of this notice / ☐ [____] calendar days following receipt of this notice / ☐ upon expiration of the cure period, if applicable], in accordance with Section [____] of the Agreement.

5. POST-TERMINATION OBLIGATIONS. Upon the Termination Date:

(a) All rights and licenses granted under the Agreement shall immediately cease, except as expressly stated in those provisions of the Agreement that by their nature survive termination.

(b) Each party shall promptly return or destroy, at the Terminating Party's election, all Confidential Information of the other party in its possession, and shall certify such return or destruction in writing within [____] calendar days of the Termination Date.

(c) All accrued payment obligations shall remain due and payable in accordance with the payment terms of the Agreement.

(d) Breaching Party shall cooperate in any transition or migration activities as reasonably requested by the Terminating Party.

6. RESERVATION OF RIGHTS. The Terminating Party expressly reserves all rights, remedies, and claims available under the Agreement, at law, and in equity, including without limitation the right to seek damages for breach of contract pursuant to California Civil Code Sections 3300 et seq. and the right to pursue injunctive or other equitable relief. This notice does not constitute a waiver of any right or remedy, whether or not specifically mentioned herein. The statute of limitations for any claim arising under a written contract in California is four (4) years pursuant to California Code of Civil Procedure Section 337.

7. GOVERNING LAW. This notice and the termination of the Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles.

Nothing in this notice shall be construed as an admission of liability, fault, or wrongdoing by the Terminating Party.

Very truly yours,

Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Entity: [________________________________]
Date: [__/__/____]

ACKNOWLEDGMENT OF RECEIPT (Optional)

The undersigned acknowledges receipt of this Notice of Termination for Cause on [__/__/____].

Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]

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FORM 2 — TERMINATION FOR CONVENIENCE

NOTICE OF TERMINATION FOR CONVENIENCE

Date: [__/__/____]

Via: [☐ Certified Mail, Return Receipt Requested / ☐ Overnight Courier / ☐ Hand Delivery / ☐ Email with Read Receipt (if permitted by Agreement)]

TO:
[________________________________]
[________________________________]
[________________________________]
Attn: [________________________________]

FROM:
[________________________________] ("Terminating Party")
[________________________________]
[________________________________]
Attn: [________________________________]

RE: Notice of Termination for Convenience — [________________________________] dated [__/__/____] (the "Agreement")

Dear [________________________________]:

This letter constitutes formal notice of termination for convenience of the above-referenced Agreement, delivered pursuant to Section [____] thereof.

1. AUTHORITY TO TERMINATE. Pursuant to Section [____] of the Agreement, the Terminating Party has the right to terminate the Agreement for convenience, without cause, upon [____] calendar days' prior written notice to the other party. Consistent with California Commercial Code Section 2309, reasonable notification of termination is provided herein.

2. EFFECTIVE DATE OF TERMINATION. This termination shall become effective on [__/__/____] (the "Termination Date"), which is not fewer than [____] calendar days from the date of this notice, as required by Section [____] of the Agreement.

3. WIND-DOWN PERIOD. During the period between the date of this notice and the Termination Date (the "Wind-Down Period"), the parties shall:

(a) Continue to perform their respective obligations under the Agreement in good faith, subject to any orderly reduction in scope as mutually agreed;

(b) Cooperate in the transition of services, deliverables, and work product to the Terminating Party or its designee;

(c) Complete all work-in-progress to a reasonable stopping point or deliver all work product in its then-current state, as directed by the Terminating Party;

(d) Return or destroy all Confidential Information of the other party in accordance with the confidentiality provisions of the Agreement;

(e) Coordinate the transfer of any third-party licenses, subscriptions, or access credentials as applicable.

4. PAYMENT AND EXPENSE REIMBURSEMENT.

(a) Accrued Fees. The Terminating Party shall pay all fees and charges properly accrued and invoiced through the Termination Date in accordance with the payment terms of the Agreement, less any applicable credits or offsets.

(b) Early Termination Fee. [☐ An early termination fee of $[________________________________] shall be paid in accordance with Section [____] of the Agreement. / ☐ No early termination fee applies.]

(c) Expense Reimbursement. All unreimbursed, pre-approved business expenses incurred by the non-terminating party through the Termination Date shall be reimbursed within [____] calendar days of the Termination Date. To the extent the non-terminating party's personnel are classified as employees under California law (including under the ABC test codified in California Labor Code Sections 2775–2787), such reimbursement obligations are subject to California Labor Code Section 2802, which requires indemnification for all necessary expenditures incurred in the direct consequence of the discharge of employment duties.

(d) Pro-Rata Adjustments. Any prepaid fees covering periods after the Termination Date shall be refunded on a pro-rata basis within [____] calendar days.

5. DATA AND RECORDS.

(a) The non-terminating party shall provide the Terminating Party with a complete export of all data owned by or provided by the Terminating Party, in a commercially standard format, within [____] calendar days of the Termination Date.

(b) Following confirmation of successful data export, the non-terminating party shall permanently delete all copies of the Terminating Party's data from its systems, including backups, within [____] calendar days and provide written certification of such deletion. Obligations under the California Consumer Privacy Act (Cal. Civ. Code §§ 1798.100–1798.199.100, as amended by the CPRA) regarding data deletion shall apply to the extent applicable.

6. SURVIVAL. Those provisions of the Agreement that by their nature are intended to survive termination (including, without limitation, confidentiality, indemnification, limitation of liability, governing law, and dispute resolution) shall survive the Termination Date.

7. RESERVATION OF RIGHTS. The Terminating Party reserves all rights and remedies under the Agreement and applicable law. This notice does not constitute an admission of liability or waiver of any right.

Very truly yours,

Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Entity: [________________________________]
Date: [__/__/____]

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FORM 3 — CURE NOTICE (PRE-TERMINATION WARNING)

NOTICE OF BREACH AND DEMAND TO CURE

Date: [__/__/____]

Via: [☐ Certified Mail, Return Receipt Requested / ☐ Overnight Courier / ☐ Hand Delivery / ☐ Email with Read Receipt (if permitted by Agreement)]

TO:
[________________________________]
[________________________________]
[________________________________]
Attn: [________________________________]

FROM:
[________________________________] ("Notifying Party")
[________________________________]
[________________________________]
Attn: [________________________________]

RE: Notice of Breach and Demand to Cure — [________________________________] dated [__/__/____] (the "Agreement")

Dear [________________________________]:

This letter serves as formal notice of breach and demand to cure pursuant to Section [____] of the above-referenced Agreement.

1. DESCRIPTION OF BREACH. The Notifying Party has identified the following breach(es) of the Agreement:

2. SUPPORTING FACTS AND EVIDENCE.

[________________________________]

3. CURE PERIOD. Pursuant to Section [____] of the Agreement, you are hereby afforded a cure period of [____] calendar days from receipt of this notice (the "Cure Period") within which to cure each of the above-described breaches to the reasonable satisfaction of the Notifying Party. The Cure Period shall expire on or about [__/__/____].

4. REQUIRED CURE ACTIONS. To effect a satisfactory cure, you must, at a minimum:

(a) [________________________________];

(b) [________________________________];

(c) [________________________________]; and

(d) Provide written confirmation to the Notifying Party that all breaches have been cured, together with supporting documentation.

5. CONSEQUENCES OF FAILURE TO CURE. If the above-described breach(es) are not cured to the Notifying Party's reasonable satisfaction within the Cure Period, the Notifying Party shall be entitled, at its sole election, to:

(a) Terminate the Agreement for cause in accordance with Section [____] thereof;

(b) Pursue all available remedies at law and in equity, including without limitation damages under California Civil Code Sections 3300 et seq.;

(c) Withhold, offset, or recoup any payments otherwise due under the Agreement; and/or

(d) Exercise any other rights or remedies available under the Agreement or applicable law.

6. NO WAIVER. This notice is not, and shall not be construed as, a waiver of any right or remedy available to the Notifying Party under the Agreement or at law. The Notifying Party expressly reserves all such rights and remedies, including any rights that may have accrued prior to the date of this notice. Failure to identify any particular breach in this notice does not waive the Notifying Party's right to raise such breach at a later date.

7. REQUEST FOR RESPONSE. The Notifying Party requests that you acknowledge receipt of this notice and provide a written cure plan within [____] business days of receipt.

Very truly yours,

Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Entity: [________________________________]
Date: [__/__/____]

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FORM 4 — TERMINATION FOR INSOLVENCY / BANKRUPTCY

NOTICE OF TERMINATION FOR INSOLVENCY

Date: [__/__/____]

Via: [☐ Certified Mail, Return Receipt Requested / ☐ Overnight Courier / ☐ Hand Delivery / ☐ Email with Read Receipt (if permitted by Agreement)]

TO:
[________________________________]
[________________________________]
[________________________________]
Attn: [________________________________]

FROM:
[________________________________] ("Terminating Party")
[________________________________]
[________________________________]
Attn: [________________________________]

RE: Notice of Termination for Insolvency — [________________________________] dated [__/__/____] (the "Agreement")

Dear [________________________________]:

This letter constitutes formal notice of termination of the above-referenced Agreement based on the insolvency or bankruptcy of [________________________________] (the "Defaulting Party"), delivered pursuant to Section [____] of the Agreement.

1. INSOLVENCY EVENT. The Terminating Party has become aware that the Defaulting Party has experienced one or more of the following insolvency events (check all that apply):

☐ Filed a voluntary petition for relief under Title 11 of the United States Code (Bankruptcy Code), Case No. [________________________________], in the United States Bankruptcy Court for the [________________________________] District of California, on [__/__/____].

☐ Had an involuntary petition for relief filed against it under the Bankruptcy Code, Case No. [________________________________], on [__/__/____].

☐ Made a general assignment for the benefit of creditors.

☐ Had a receiver, trustee, custodian, or similar official appointed for all or a substantial part of its assets.

☐ Admitted in writing its inability to pay its debts generally as they become due.

☐ Adopted a resolution for its dissolution, winding up, or liquidation.

☐ Other: [________________________________].

2. CONTRACTUAL BASIS. Section [____] of the Agreement provides that either party may terminate the Agreement upon the occurrence of an insolvency event affecting the other party. The Terminating Party hereby exercises that right.

3. BANKRUPTCY CODE CONSIDERATIONS. The Terminating Party acknowledges that, to the extent the Agreement constitutes an "executory contract" within the meaning of 11 U.S.C. § 365, the enforceability of this termination notice and certain ipso facto clauses may be subject to limitations imposed by the Bankruptcy Code, including the automatic stay under 11 U.S.C. § 362 and the debtor's right to assume or reject executory contracts under 11 U.S.C. § 365. This notice is delivered without prejudice to the Terminating Party's right to seek relief from the automatic stay, file a proof of claim, or assert any other rights available under the Bankruptcy Code.

4. EFFECTIVE DATE. Subject to any applicable stay or order of the Bankruptcy Court, this termination shall become effective on [__/__/____] (the "Termination Date") or, if the automatic stay applies, upon the earliest date permitted by law or court order.

5. POST-TERMINATION OBLIGATIONS.

(a) Return or destruction of Confidential Information in accordance with the Agreement.

(b) Delivery of all work product, data exports, and transition materials as required by the Agreement.

(c) Payment of all accrued and undisputed obligations through the Termination Date, subject to applicable bankruptcy law.

(d) Cooperation in orderly wind-down of services and transition.

6. RESERVATION OF RIGHTS. The Terminating Party reserves all rights and remedies under the Agreement, the Bankruptcy Code, California law, and applicable federal law, including without limitation the right to file a proof of claim, seek adequate assurance of future performance under 11 U.S.C. § 365(b), object to assumption or assignment of the Agreement, and pursue damages and other relief.

Very truly yours,

Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Entity: [________________________________]
Date: [__/__/____]

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FORM 5 — TERMINATION FOR SLA / PERFORMANCE FAILURE

NOTICE OF TERMINATION FOR CHRONIC SERVICE LEVEL FAILURE

Date: [__/__/____]

Via: [☐ Certified Mail, Return Receipt Requested / ☐ Overnight Courier / ☐ Hand Delivery / ☐ Email with Read Receipt (if permitted by Agreement)]

TO:
[________________________________]
[________________________________]
[________________________________]
Attn: [________________________________]

FROM:
[________________________________] ("Customer" or "Terminating Party")
[________________________________]
[________________________________]
Attn: [________________________________]

RE: Notice of Termination for Chronic SLA Failure — [________________________________] dated [__/__/____] (the "Agreement"), including Service Level Agreement / Exhibit [____] (the "SLA")

Dear [________________________________]:

This letter constitutes formal notice of termination of the above-referenced Agreement due to chronic failure to meet the service levels set forth in the SLA, delivered pursuant to Section [____] of the Agreement and/or Section [____] of the SLA.

1. SERVICE LEVEL FAILURES. The following service level failures have been documented during the applicable measurement period(s):

Total SLA Credits Issued to Date: $[________________________________]

2. CHRONIC FAILURE TRIGGER. Pursuant to Section [____] of the Agreement and/or Section [____] of the SLA, a chronic failure condition is triggered when [☐ SLA credits exceed [____]% of monthly/quarterly fees in any [____]-month period / ☐ a Critical SLA is missed in [____] or more consecutive months / ☐ other: [________________________________]]. Based on the failures documented above, that threshold has been met or exceeded.

3. PRIOR REMEDIATION EFFORTS. The Terminating Party notes the following prior remediation efforts and escalations:

(a) Remediation plan requested on [__/__/____]; [☐ received / ☐ not received / ☐ received but inadequate].

(b) Escalation meeting(s) held on [__/__/____].

(c) Additional cure opportunity provided from [__/__/____] through [__/__/____]; [☐ performance improved / ☐ performance did not improve].

4. EFFECTIVE DATE. This termination shall become effective on [__/__/____] (the "Termination Date").

5. TRANSITION ASSISTANCE. Provider shall provide transition assistance for a period of [____] calendar days following the Termination Date, including:

(a) Complete data export in [________________________________] format within [____] business days;

(b) Continued service availability during the transition period at current SLA levels (or best commercially reasonable efforts);

(c) Reasonable cooperation with successor provider onboarding;

(d) Knowledge transfer sessions as reasonably requested.

6. FINANCIAL RECONCILIATION.

(a) All outstanding SLA credits shall be applied or refunded within [____] calendar days of the Termination Date.

(b) Prepaid fees covering periods after the Termination Date shall be refunded on a pro-rata basis.

(c) Transition assistance fees, if any, shall be at the rates specified in Section [____] of the Agreement.

7. RESERVATION OF RIGHTS. The Terminating Party reserves all rights and remedies under the Agreement and applicable California law, including the right to recover damages arising from the service level failures described herein.

Very truly yours,

Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Entity: [________________________________]
Date: [__/__/____]

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FORM 6 — NON-RENEWAL NOTICE

NOTICE OF NON-RENEWAL

Date: [__/__/____]

Via: [☐ Certified Mail, Return Receipt Requested / ☐ Overnight Courier / ☐ Hand Delivery / ☐ Email with Read Receipt (if permitted by Agreement)]

TO:
[________________________________]
[________________________________]
[________________________________]
Attn: [________________________________]

FROM:
[________________________________] ("Notifying Party")
[________________________________]
[________________________________]
Attn: [________________________________]

RE: Notice of Non-Renewal — [________________________________] dated [__/__/____] (the "Agreement")

Dear [________________________________]:

This letter serves as formal notice that the Notifying Party elects not to renew the above-referenced Agreement upon expiration of the current term.

1. CURRENT TERM. The Agreement is currently in its [☐ Initial Term / ☐ [____] Renewal Term], which is scheduled to expire on [__/__/____] (the "Expiration Date").

2. AUTO-RENEWAL PROVISION. Section [____] of the Agreement provides that the Agreement will automatically renew for successive [____]-[month/year] renewal terms unless either party provides written notice of non-renewal at least [____] calendar days prior to the expiration of the then-current term.

3. NON-RENEWAL ELECTION. The Notifying Party hereby provides notice of its election not to renew the Agreement. This notice is delivered [____] calendar days prior to the Expiration Date, which satisfies the notice requirement of Section [____]. Accordingly, the Agreement shall expire by its own terms on the Expiration Date and shall not renew for any subsequent term.

4. CONTINUED PERFORMANCE. During the remaining period of the current term, both parties shall continue to perform their respective obligations under the Agreement in full force and effect. The non-renewal of the Agreement does not modify, reduce, or excuse any obligation arising during the current term.

5. WIND-DOWN AND TRANSITION. The Notifying Party requests that the parties cooperate in an orderly wind-down prior to the Expiration Date, including:

(a) Data export and migration assistance;

(b) Return or certified destruction of Confidential Information;

(c) Completion or orderly transfer of any work-in-progress;

(d) Final invoicing and financial reconciliation; and

(e) Transition of any third-party licenses or access credentials.

6. SURVIVAL. All provisions of the Agreement that by their nature survive expiration or termination shall continue in full force and effect following the Expiration Date.

7. NO ADMISSION. This notice of non-renewal does not constitute an admission of breach, default, or dissatisfaction with performance under the Agreement. The Notifying Party reserves all rights under the Agreement and applicable law.

Very truly yours,

Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Entity: [________________________________]
Date: [__/__/____]

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FORM 7 — MUTUAL TERMINATION AGREEMENT

MUTUAL TERMINATION AND RELEASE AGREEMENT

This Mutual Termination and Release Agreement (this "Termination Agreement") is entered into as of [__/__/____] (the "Effective Date") by and between:

Party A: [________________________________], a [________________________________] organized under the laws of [________________________________], with its principal place of business at [________________________________] ("Party A"); and

Party B: [________________________________], a [________________________________] organized under the laws of [________________________________], with its principal place of business at [________________________________] ("Party B").

Party A and Party B are each referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Parties entered into that certain [________________________________] dated [__/__/____], [as amended by [________________________________] dated [__/__/____]] (collectively, the "Agreement"); and

WHEREAS, the Parties have mutually determined that it is in their respective best interests to terminate the Agreement on the terms and conditions set forth herein; and

WHEREAS, each Party desires to release the other from certain claims and obligations arising under or relating to the Agreement, subject to the terms and conditions of this Termination Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. TERMINATION OF AGREEMENT.

1.1 The Agreement, including all exhibits, schedules, amendments, addenda, statements of work, and purchase orders issued thereunder, is hereby terminated in its entirety, effective as of [__/__/____] (the "Termination Date").

1.2 As of the Termination Date, all executory obligations of the Parties under the Agreement shall cease, except as expressly set forth in this Termination Agreement or in those provisions of the Agreement that by their terms survive termination.

2. FINANCIAL SETTLEMENT.

2.1 Final Payment. Party [A/B] shall pay Party [A/B] the sum of $[________________________________] (the "Settlement Amount") within [____] calendar days of the Effective Date, representing [________________________________].

2.2 Outstanding Invoices. The following invoices remain outstanding and shall be treated as follows:

2.3 Prepaid Amounts. Any prepaid fees or deposits held by either Party shall be [☐ refunded pro rata / ☐ retained as part of the settlement / ☐ applied as follows: [________________________________]].

2.4 Expense Reimbursement. All unreimbursed, pre-approved business expenses incurred through the Termination Date shall be submitted within [____] calendar days and reimbursed within [____] calendar days of submission. To the extent any worker is classified as an employee under California law (including under the ABC test, Cal. Lab. Code §§ 2775–2787), California Labor Code Section 2802 requires indemnification for all necessary expenditures incurred in the direct consequence of the discharge of employment duties, and such obligations shall be satisfied in full.

3. MUTUAL RELEASE.

3.1 Release by Party A. Subject to the terms and conditions of this Termination Agreement, Party A, on behalf of itself and its affiliates, parents, subsidiaries, officers, directors, employees, agents, successors, and assigns (collectively, the "Party A Releasors"), hereby forever releases, acquits, and discharges Party B and its affiliates, parents, subsidiaries, officers, directors, employees, agents, successors, and assigns (collectively, the "Party B Releasees") from any and all claims, demands, damages, debts, liabilities, accounts, obligations, costs, expenses (including attorneys' fees), liens, actions, and causes of action of every kind and nature whatsoever, whether known or unknown, suspected or unsuspected, fixed or contingent, that the Party A Releasors now have, have ever had, or may hereafter have against the Party B Releasees, arising out of or relating to the Agreement (collectively, "Party A Released Claims").

3.2 Release by Party B. Subject to the terms and conditions of this Termination Agreement, Party B, on behalf of itself and the Party B Releasees, hereby forever releases, acquits, and discharges the Party A Releasors from any and all claims, demands, damages, debts, liabilities, accounts, obligations, costs, expenses (including attorneys' fees), liens, actions, and causes of action of every kind and nature whatsoever, whether known or unknown, suspected or unsuspected, fixed or contingent, that the Party B Releasees now have, have ever had, or may hereafter have against the Party A Releasors, arising out of or relating to the Agreement (collectively, "Party B Released Claims").

3.3 CALIFORNIA CIVIL CODE SECTION 1542 WAIVER.

EACH PARTY ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES:

"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."

EACH PARTY, BEING AWARE OF SAID CODE SECTION 1542, HEREBY EXPRESSLY WAIVES ANY RIGHTS IT MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTE OR COMMON-LAW PRINCIPLE OF SIMILAR EFFECT, WITH RESPECT TO THE RELEASED CLAIMS. EACH PARTY ACKNOWLEDGES THAT IT MAY HEREAFTER DISCOVER FACTS DIFFERENT FROM OR IN ADDITION TO THOSE WHICH IT NOW KNOWS OR BELIEVES TO BE TRUE WITH RESPECT TO THE SUBJECT MATTER OF THE RELEASED CLAIMS AND AGREES THAT THIS TERMINATION AGREEMENT AND THE RELEASES CONTAINED HEREIN SHALL BE AND REMAIN EFFECTIVE IN ALL RESPECTS NOTWITHSTANDING SUCH DIFFERENT OR ADDITIONAL FACTS OR THE DISCOVERY THEREOF.

Party A Initials: [____] Party B Initials: [____]

3.4 Exclusions from Release. Notwithstanding the foregoing, the following are expressly excluded from the scope of the mutual release:

(a) Any obligations arising under this Termination Agreement itself;

(b) Any surviving obligations expressly identified in Section 5 below;

(c) Any claims arising from fraud, willful misconduct, or gross negligence;

(d) Any indemnification obligations that have accrued prior to the Termination Date with respect to third-party claims; and

(e) [________________________________].

4. RETURN OF PROPERTY AND DATA.

4.1 Within [____] calendar days of the Termination Date, each Party shall return to the other Party (or, at the disclosing Party's written election, destroy and certify destruction of) all tangible and intangible property, materials, documents, data, and Confidential Information belonging to the other Party.

4.2 Each Party shall provide a written officer's certificate confirming compliance with Section 4.1 within [____] calendar days of the Termination Date.

4.3 CCPA/CPRA Compliance. To the extent either Party has processed personal information on behalf of the other Party as a "service provider" or "contractor" (as defined in the California Consumer Privacy Act, Cal. Civ. Code §§ 1798.100–1798.199.100, as amended by the CPRA), such Party shall delete all personal information received pursuant to the Agreement within [____] calendar days of the Termination Date and certify such deletion in writing, unless retention is required by applicable law.

5. SURVIVING OBLIGATIONS.

The following provisions of the Agreement shall survive the Termination Date and remain in full force and effect:

(a) Confidentiality obligations (Section [____]) — surviving for [____] years after the Termination Date [or indefinitely with respect to trade secrets];

(b) Indemnification obligations (Section [____]) — with respect to claims accruing prior to the Termination Date;

(c) Limitation of liability (Section [____]);

(d) Governing law and dispute resolution (Sections [____] and [____]);

(e) Intellectual property ownership and licenses (Section [____]) — to the extent expressly stated to survive; and

(f) [________________________________].

6. REPRESENTATIONS AND WARRANTIES.

Each Party represents and warrants that:

(a) It has full power and authority to enter into this Termination Agreement and to perform its obligations hereunder;

(b) This Termination Agreement has been duly authorized by all necessary corporate or entity action;

(c) The execution, delivery, and performance of this Termination Agreement do not and will not violate any law, regulation, order, or agreement to which it is a party or by which it is bound;

(d) It has not assigned, transferred, or otherwise conveyed any of the Released Claims to any third party; and

(e) It has been advised by independent legal counsel regarding the terms and consequences of this Termination Agreement, including the California Civil Code Section 1542 waiver.

7. CONFIDENTIALITY OF THIS AGREEMENT.

The terms and conditions of this Termination Agreement, including the Settlement Amount, shall be treated as Confidential Information and shall not be disclosed to any third party, except (a) to such Party's legal, financial, and tax advisors on a need-to-know basis, (b) as required by applicable law, regulation, or legal process, or (c) with the prior written consent of the other Party.

8. NON-DISPARAGEMENT.

Neither Party shall make any public statement or communication that disparages, denigrates, or casts in an unfavorable light the other Party, its products, services, officers, directors, or employees. This provision does not restrict either Party from providing truthful testimony or statements as required by law.

9. MISCELLANEOUS.

9.1 Entire Agreement. This Termination Agreement, together with the surviving provisions of the Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings, and agreements.

9.2 Amendments. This Termination Agreement may not be amended or modified except by a written instrument signed by both Parties.

9.3 Governing Law. This Termination Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles.

9.4 Venue. Any action arising out of or relating to this Termination Agreement shall be brought exclusively in the state or federal courts located in [________________________________] County, California, and each Party hereby consents to the personal jurisdiction of such courts.

9.5 Severability. If any provision of this Termination Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

9.6 Counterparts. This Termination Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

9.7 Waiver. No waiver of any provision of this Termination Agreement shall be effective unless in writing and signed by the waiving Party. No failure or delay in exercising any right shall constitute a waiver thereof.

9.8 Notices. All notices required or permitted under this Termination Agreement shall be in writing and shall be delivered in accordance with Section [____] of the Agreement or as set forth in the Delivery Instructions section of this Termination Notice Pack.

IN WITNESS WHEREOF, the Parties have executed this Mutual Termination and Release Agreement as of the Effective Date.

PARTY A:

Entity Name: [________________________________]

Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

PARTY B:

Entity Name: [________________________________]

Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

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DELIVERY INSTRUCTIONS

Methods of Delivery

All notices delivered pursuant to this Termination Notice Pack should comply with the notice provisions of the underlying Agreement. Where the Agreement is silent on delivery method, the following methods are recommended under California law:

1. Certified Mail, Return Receipt Requested (Preferred)

☐ Send via United States Postal Service, Certified Mail, Return Receipt Requested.

• Retain the certified mail receipt (PS Form 3800) and the signed return receipt (PS Form 3811) or electronic delivery confirmation as proof of delivery.
• Under many contracts, notice is deemed effective upon receipt or a specified number of days after mailing.

2. Nationally Recognized Overnight Courier

☐ Send via FedEx, UPS, or DHL with signature confirmation and tracking.

• Retain the tracking number, shipment receipt, and proof of delivery.
• Request a signature upon delivery.

3. Personal / Hand Delivery

☐ Deliver in person to the designated representative at the notice address.

• Obtain a signed and dated acknowledgment of receipt from the recipient.
• If delivery is refused, document the attempt with the name of the person refusing, the date, and the time.

4. Electronic Delivery (If Permitted)

☐ Send via email to the designated notice email address stated in the Agreement.

• Use delivery and read receipt features.
• Follow up with hard copy via certified mail or courier unless the Agreement expressly permits email as the sole method of notice.
• Note: Email notice alone is often insufficient unless the Agreement explicitly authorizes it as a valid delivery method.

Record-Keeping Requirements

Maintain the following records for a minimum of four (4) years (consistent with the statute of limitations for written contracts under Cal. Code Civ. Proc. § 337):

☐ Copy of each notice as sent (including all exhibits and attachments)
☐ Proof of delivery (return receipt, courier tracking, delivery confirmation)
☐ Any acknowledgment of receipt from the counterparty
☐ Contemporaneous notes regarding delivery (date, time, method, recipient)
☐ Communications log documenting all correspondence related to termination

Delivery Address Confirmation

Before sending any termination notice, confirm the current notice address by reviewing:

☐ The notice provision of the Agreement (Section [____])
☐ Any subsequent change-of-address notices received from the counterparty
☐ The counterparty's most recent correspondence
☐ Secretary of State business entity filings (if entity address)

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CALIFORNIA-SPECIFIC PROVISIONS

The following provisions address California-specific legal requirements relevant to contract termination. These provisions supplement the forms above and should be incorporated by reference or directly into the applicable notice or agreement as appropriate.

1. Governing Law

All notices and agreements in this Termination Notice Pack shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws rules. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

2. Venue and Jurisdiction

Any legal action or proceeding arising out of or relating to the termination of the Agreement shall be brought exclusively in the Superior Court of the State of California, County of [________________________________], or in the United States District Court for the [________________________________] District of California. Each Party irrevocably consents to the personal jurisdiction and venue of such courts and waives any objection based on inconvenient forum.

3. California Civil Code Section 1542 Waiver

Where a mutual release is executed in connection with termination (see Form 7), the Parties must expressly waive their rights under California Civil Code Section 1542, which provides:

"A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

Practice Note: Absent an express, knowing waiver of Section 1542, a general release under California law will not extend to claims the releasing party did not know or suspect to exist at the time of the release. All mutual termination agreements involving California parties should include a conspicuous Section 1542 waiver, initialed by each party, to ensure the broadest possible release of claims.

4. CCPA / CPRA Data Deletion Obligations

Under the California Consumer Privacy Act (Cal. Civ. Code §§ 1798.100–1798.199.100, as amended by the California Privacy Rights Act), upon termination of a contract under which a party processes personal information as a "service provider" or "contractor":

(a) The service provider or contractor must delete all personal information received pursuant to the Agreement within the timeframe specified in the Agreement (or, if not specified, within thirty (30) calendar days of the Termination Date), unless retention is permitted under a statutory exception (Cal. Civ. Code § 1798.105(d)).

(b) The service provider or contractor must direct any sub-processors to delete personal information in their possession.

(c) Written certification of deletion must be provided to the disclosing party.

(d) Regulatory Note: As of January 1, 2026, updated CCPA/CPRA regulations are in effect, including expanded obligations relating to automated decision-making technology, cybersecurity audits, and risk assessments. Parties should ensure that data processing agreements are current and that all deletion obligations are documented and tracked.

5. Non-Competition Restrictions — Cal. Bus. & Prof. Code § 16600

California Business and Professions Code Section 16600 provides that "every contract by which anyone is restrained from engaging in a lawful profession, trade, or business of any kind is to that extent void." This provision is construed broadly to prohibit virtually all non-compete agreements, whether in employment or commercial contexts, subject only to narrow statutory exceptions for the sale of a business (§ 16601), dissolution of a partnership (§ 16602), or dissolution or withdrawal from a limited liability company (§ 16602.5).

Post-Termination Implications:

(a) Any provision in the Agreement or in a termination notice purporting to restrict a party's ability to compete following termination is presumptively void and unenforceable under California law.

(b) Effective January 1, 2024, California law (SB 699 and AB 1076) further prohibits employers from entering into or attempting to enforce any non-compete clause that is void under Section 16600, and violations may give rise to a civil action for injunctive relief and attorney's fees.

(c) Non-solicitation clauses may also be subject to challenge under Section 16600 to the extent they function as de facto non-competes. Carefully review any non-solicitation provisions in the Agreement before asserting them post-termination.

(d) Trade secret protections under the California Uniform Trade Secrets Act (Cal. Civ. Code §§ 3426–3426.11) remain available and are not affected by Section 16600.

6. Statute of Limitations

The following statutes of limitations apply to California contract claims:

Practice Note: The limitations period generally begins to run on the date of breach (or, in certain circumstances, the date of discovery). Parties should preserve all records related to the Agreement and its termination for a minimum of four (4) years following the Termination Date.

7. AB 5 — Worker Classification (Cal. Lab. Code §§ 2775–2787)

If the Agreement involves the engagement of individual service providers or independent contractors, the terminating party should be aware of the following:

(a) Under California Assembly Bill 5 (AB 5), workers are presumed to be employees unless the hiring entity can demonstrate all three prongs of the "ABC test": (A) the worker is free from the control and direction of the hiring entity in the performance of the work; (B) the worker performs work that is outside the usual course of the hiring entity's business; and (C) the worker is customarily engaged in an independently established trade, occupation, or business.

(b) If a worker engaged under the Agreement is reclassified as an employee, the termination may trigger additional obligations under the California Labor Code, including final wage payment requirements (Cal. Lab. Code §§ 201–203), expense reimbursement (Cal. Lab. Code § 2802), paid sick leave (Cal. Lab. Code § 246), and other protections.

(c) Misclassification of workers may result in penalties ranging from $5,000 to $25,000 per violation, plus liability for unpaid wages, overtime, and benefits.

(d) Practice Note: When terminating a contractor agreement, assess whether the worker may be reclassified as an employee and, if so, consult with employment counsel before delivering a termination notice.

8. California Uniform Commercial Code — Termination Provisions

For contracts governed by Division 2 of the California Commercial Code (sale of goods):

(a) Cal. Com. Code § 2106: "Termination" occurs when either party, pursuant to a power created by agreement or law, puts an end to the contract otherwise than for its breach. "Cancellation" occurs when either party puts an end to the contract for breach by the other. On termination, all executory obligations are discharged, but rights based on prior breach or performance survive.

(b) Cal. Com. Code § 2309: Where a contract provides for successive performances but is indefinite in duration, either party may terminate at any time upon reasonable notification. An agreement dispensing with notice of termination is invalid if its operation would be unconscionable.

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ELECTRONIC SIGNATURES

Governing Law

Electronic signatures on the forms in this Termination Notice Pack are governed by:

1. California Uniform Electronic Transactions Act (Cal. Civ. Code §§ 1633.1–1633.17) ("UETA")

(a) A record or signature may not be denied legal effect or enforceability solely because it is in electronic form (Cal. Civ. Code § 1633.7(a)).

(b) A contract may not be denied legal effect or enforceability solely because an electronic record was used in its formation (Cal. Civ. Code § 1633.7(b)).

(c) If a law requires a signature, an electronic signature satisfies the law (Cal. Civ. Code § 1633.7(d)).

(d) The UETA applies only to transactions between parties that have agreed to conduct transactions by electronic means (Cal. Civ. Code § 1633.5(b)). Agreement may be inferred from the circumstances, including the parties' conduct.

2. Federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. §§ 7001–7031) ("E-SIGN Act")

(a) A signature, contract, or other record may not be denied legal effect, validity, or enforceability solely because it is in electronic form.

(b) A contract may not be denied legal effect solely because an electronic signature or electronic record was used in its formation.

Requirements for Valid Electronic Execution

To ensure enforceability, electronic signatures on termination notices and mutual termination agreements should satisfy the following:

☐ Consent: All parties have agreed to conduct the transaction electronically, either expressly (in the Agreement or a separate consent) or by conduct.

☐ Attribution: The electronic signature is attributable to the signing party through security procedures, login credentials, or other reliable means (Cal. Civ. Code § 1633.9).

☐ Record Retention: The electronic record is retained in a form that is accessible, retrievable, and capable of being accurately reproduced for later reference (Cal. Civ. Code § 1633.12).

☐ Integrity: The electronic signing platform provides an audit trail, including the signer's identity, IP address, timestamp, and any authentication steps completed.

☐ Delivery: The electronic record is capable of being sent, received, and stored by the recipient.

Acceptable Electronic Signature Platforms

The following platforms are generally recognized as providing adequate security and audit-trail functionality for electronic execution of legal documents:

☐ DocuSign
☐ Adobe Acrobat Sign
☐ PandaDoc
☐ HelloSign (Dropbox Sign)
☐ Other platform meeting UETA and E-SIGN Act requirements: [________________________________]

Exceptions

Certain documents may not be validly executed electronically under California law. Consult legal counsel if the termination notice or agreement involves:

• Court orders or judicial filings
• Notices of cancellation of utility services
• Notices of default or foreclosure under deeds of trust
• Testamentary instruments (wills, codicils, trusts)
• Documents required to be notarized (unless using remote online notarization where authorized)

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POST-TERMINATION CHECKLIST

Use this checklist to track completion of all post-termination obligations. Assign a responsible party and target completion date for each item.

A. Immediate Actions (Within 5 Business Days of Termination Date)

☐ Confirm Termination Date and receipt of termination notice — Responsible: [____] — Due: [__/__/____]

☐ Notify internal stakeholders (legal, finance, operations, IT, procurement) — Responsible: [____] — Due: [__/__/____]

☐ Disable counterparty access to systems, platforms, and facilities — Responsible: [____] — Due: [__/__/____]

☐ Suspend auto-renewal and recurring billing — Responsible: [____] — Due: [__/__/____]

☐ Send acknowledgment of receipt to counterparty (if applicable) — Responsible: [____] — Due: [__/__/____]

☐ Engage successor provider or initiate in-house transition plan — Responsible: [____] — Due: [__/__/____]

B. Data and Confidential Information (Within 30 Calendar Days)

☐ Request / provide complete data export in agreed format — Responsible: [____] — Due: [__/__/____]

☐ Verify completeness and integrity of exported data — Responsible: [____] — Due: [__/__/____]

☐ Delete or return all Confidential Information in accordance with the Agreement — Responsible: [____] — Due: [__/__/____]

☐ Obtain written certification of deletion from counterparty — Responsible: [____] — Due: [__/__/____]

☐ Confirm CCPA/CPRA data deletion obligations are satisfied (if applicable) — Responsible: [____] — Due: [__/__/____]

☐ Purge personal information from backups and disaster-recovery systems — Responsible: [____] — Due: [__/__/____]

C. Financial Reconciliation (Within 30 Calendar Days)

☐ Issue / process final invoice for services rendered through Termination Date — Responsible: [____] — Due: [__/__/____]

☐ Calculate and process pro-rata refund of prepaid fees — Responsible: [____] — Due: [__/__/____]

☐ Apply or refund outstanding SLA credits — Responsible: [____] — Due: [__/__/____]

☐ Reimburse all pre-approved, unreimbursed business expenses (Cal. Lab. Code § 2802 if applicable) — Responsible: [____] — Due: [__/__/____]

☐ Pay early termination fee (if applicable) — Responsible: [____] — Due: [__/__/____]

☐ Settle outstanding disputes or offsets — Responsible: [____] — Due: [__/__/____]

☐ Close purchase orders and accounts payable/receivable entries — Responsible: [____] — Due: [__/__/____]

D. Property and Access (Within 30 Calendar Days)

☐ Return all physical property (equipment, keys, badges, documents) — Responsible: [____] — Due: [__/__/____]

☐ Revoke all user accounts, API keys, and access credentials — Responsible: [____] — Due: [__/__/____]

☐ Transfer or terminate third-party licenses and subscriptions — Responsible: [____] — Due: [__/__/____]

☐ Update DNS records, domain registrations, and hosting configurations (if applicable) — Responsible: [____] — Due: [__/__/____]

☐ Retrieve or reassign intellectual property and work product — Responsible: [____] — Due: [__/__/____]

E. Legal and Compliance (Within 60 Calendar Days)

☐ Execute Mutual Termination Agreement (Form 7) if applicable — Responsible: [____] — Due: [__/__/____]

☐ Confirm Section 1542 waiver is included and initialed (if mutual release) — Responsible: [____] — Due: [__/__/____]

☐ Confirm no post-termination non-compete provisions (void under Cal. Bus. & Prof. Code § 16600) — Responsible: [____] — Due: [__/__/____]

☐ Assess AB 5 worker classification and ensure compliance with final wage/expense obligations — Responsible: [____] — Due: [__/__/____]

☐ Notify insurers and update certificates of insurance — Responsible: [____] — Due: [__/__/____]

☐ File regulatory notifications (if applicable) — Responsible: [____] — Due: [__/__/____]

☐ Preserve all records for statute-of-limitations period (4 years for written contracts, Cal. Code Civ. Proc. § 337) — Responsible: [____] — Due: [__/__/____]

F. Transition and Knowledge Transfer (As Agreed)

☐ Complete transition assistance period — Responsible: [____] — Due: [__/__/____]

☐ Conduct knowledge transfer sessions — Responsible: [____] — Due: [__/__/____]

☐ Provide successor provider with necessary documentation — Responsible: [____] — Due: [__/__/____]

☐ Confirm continuity of operations post-transition — Responsible: [____] — Due: [__/__/____]

☐ Document lessons learned and update vendor management records — Responsible: [____] — Due: [__/__/____]

SOURCES AND REFERENCES

• California Civil Code § 1542 — General Release / Waiver of Unknown Claims
• California Civil Code § 1689 — Rescission of Contracts
• California Civil Code §§ 1633.1–1633.17 — Uniform Electronic Transactions Act (UETA)
• California Civil Code §§ 1798.100–1798.199.100 — California Consumer Privacy Act (CCPA) / California Privacy Rights Act (CPRA)
• California Civil Code §§ 3300–3322 — Damages for Breach of Contract
• California Civil Code §§ 3426–3426.11 — Uniform Trade Secrets Act
• California Code of Civil Procedure § 337 — Statute of Limitations (Written Contracts, 4 Years)
• California Code of Civil Procedure § 339 — Statute of Limitations (Oral Contracts, 2 Years)
• California Commercial Code § 2106 — Termination and Cancellation Defined
• California Commercial Code § 2309 — Notice of Termination for Indefinite-Duration Contracts
• California Commercial Code § 2725 — Statute of Limitations (UCC Sales, 4 Years)
• California Labor Code § 2802 — Employer Reimbursement of Employee Expenses
• California Labor Code §§ 2775–2787 — Worker Classification (AB 5 / ABC Test)
• California Business and Professions Code § 16600 — Contracts in Restraint of Trade (Non-Compete Void)
• California Business and Professions Code § 17200 — Unfair Competition Law
• 11 U.S.C. § 362 — Automatic Stay in Bankruptcy
• 11 U.S.C. § 365 — Executory Contracts and Unexpired Leases in Bankruptcy
• 15 U.S.C. §§ 7001–7031 — Federal E-SIGN Act
• CACI No. 303 — Breach of Contract Essential Factual Elements (California Civil Jury Instructions)

This Termination Notice Pack is provided by ezel.ai for informational purposes only. It does not constitute legal advice. Consult a California-licensed attorney before use.