MONTANA TERMINATION NOTICE PACK

Comprehensive Termination, Cure, Non-Renewal, and Mutual Termination Instruments
Governed by the Laws of the State of Montana

IMPORTANT NOTICE: This Termination Notice Pack contains seven (7) standalone forms and four (4) supporting sections designed for use in connection with the termination of commercial agreements governed by Montana law. Each form should be reviewed and customized by Montana-licensed counsel before execution. Montana imposes an implied covenant of good faith and fair dealing on all contracts (Mont. Code Ann. § 28-1-211); accordingly, all terminations must be exercised in good faith and in conformity with reasonable commercial standards.

TABLE OF CONTENTS

1. Form A — Termination for Cause (Material Breach)
2. Form B — Termination for Convenience
3. Form C — Notice of Default and Opportunity to Cure
4. Form D — Termination for Insolvency or Bankruptcy
5. Form E — Termination for SLA / Performance Failure
6. Form F — Non-Renewal Notice
7. Form G — Mutual Termination Agreement
8. Section H — Delivery Instructions and Proof of Service
9. Section I — Montana-Specific Provisions
10. Section J — Electronic Signatures (Montana UETA)
11. Section K — Post-Termination Checklist

FORM A — TERMINATION FOR CAUSE (MATERIAL BREACH)

NOTICE OF TERMINATION FOR CAUSE

Date of Notice: [__/__/____]

Via: ☐ Certified Mail, Return Receipt Requested ☐ Overnight Courier ☐ Hand Delivery ☐ Electronic Transmission (per Agreement)

FROM (Terminating Party):

Name: [________________________________]
Title: [________________________________]
Entity: [________________________________]
Address: [________________________________]
City/State/ZIP: [________________________________], Montana [____]
Email: [________________________________]
Phone: [________________________________]

TO (Breaching Party):

Name: [________________________________]
Title: [________________________________]
Entity: [________________________________]
Address: [________________________________]
City/State/ZIP: [________________________________], Montana [____]
Email: [________________________________]
Phone: [________________________________]

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

Dear [________________________________]:

This Notice of Termination for Cause ("Notice") is delivered by [________________________________] ("Terminating Party") to [________________________________] ("Breaching Party") pursuant to Section [____] of the above-referenced Agreement and in accordance with Montana law, including the implied covenant of good faith and fair dealing (Mont. Code Ann. § 28-1-211).

1. IDENTIFICATION OF MATERIAL BREACH. The Terminating Party hereby notifies the Breaching Party that one or more material breaches of the Agreement have occurred, as described below:

Nature of Breach: [________________________________]

Specific Provision(s) Violated: Section(s) [________________________________] of the Agreement

Date(s) Breach Occurred or Was Discovered: [__/__/____]

Detailed Description of Breach:
[________________________________]
[________________________________]
[________________________________]

2. PRIOR CURE PERIOD (IF APPLICABLE). The Terminating Party previously issued a Notice of Default and Opportunity to Cure dated [__/__/____], providing the Breaching Party with [____] days to cure the foregoing breach. ☐ The cure period has expired without satisfactory cure. ☐ No prior cure notice was required under the Agreement.

3. EFFECTIVE DATE OF TERMINATION. The Agreement shall terminate effective as of [__/__/____] (the "Termination Date"), which is not less than [____] days from the date of this Notice, or such earlier date as provided in the Agreement.

4. ACCRUED OBLIGATIONS. Termination shall not release either Party from obligations that accrued prior to the Termination Date, including without limitation: (a) payment obligations for goods delivered or services rendered prior to termination; (b) indemnification obligations; (c) confidentiality obligations; and (d) any other obligations expressly stated to survive termination.

5. RESERVATION OF RIGHTS. The Terminating Party expressly reserves all rights and remedies available under the Agreement, at law, and in equity, including without limitation the right to recover damages pursuant to Mont. Code Ann. § 27-1-311 (measure of damages for breach of contract). No delay or failure to exercise any right shall constitute a waiver thereof. The Terminating Party further reserves the right to pursue claims within the eight (8) year statute of limitations for written contracts under Mont. Code Ann. § 27-2-202.

6. RETURN OF PROPERTY AND DATA. Within [____] business days of the Termination Date, the Breaching Party shall: (a) return or destroy all Confidential Information, proprietary materials, and data of the Terminating Party; (b) certify in writing the completion of such return or destruction; and (c) comply with all data return and destruction obligations under the Montana Consumer Data Privacy Act (Mont. Code Ann. § 30-14-2801 et seq.) and the Montana constitutional right of privacy (Mont. Const. Art. II, § 10).

7. GOVERNING LAW. This Notice shall be governed by and construed in accordance with the laws of the State of Montana, without regard to conflict-of-laws principles.

Executed as of the date first written above.

TERMINATING PARTY:

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

FORM B — TERMINATION FOR CONVENIENCE

NOTICE OF TERMINATION FOR CONVENIENCE

Date of Notice: [__/__/____]

Via: ☐ Certified Mail, Return Receipt Requested ☐ Overnight Courier ☐ Hand Delivery ☐ Electronic Transmission (per Agreement)

FROM (Terminating Party):

Name: [________________________________]
Title: [________________________________]
Entity: [________________________________]
Address: [________________________________]
City/State/ZIP: [________________________________], Montana [____]

TO (Receiving Party):

Name: [________________________________]
Title: [________________________________]
Entity: [________________________________]
Address: [________________________________]
City/State/ZIP: [________________________________], Montana [____]

RE: Notice of Termination for Convenience
Agreement: [________________________________] (the "Agreement")
Effective Date of Agreement: [__/__/____]
Agreement Reference Number: [________________________________]

Dear [________________________________]:

This Notice of Termination for Convenience ("Notice") is delivered by [________________________________] ("Terminating Party") to [________________________________] ("Receiving Party") pursuant to Section [____] of the above-referenced Agreement. This termination is exercised in good faith and in accordance with Mont. Code Ann. § 28-1-211.

1. NOTICE OF TERMINATION. The Terminating Party hereby exercises its right to terminate the Agreement for convenience, without cause, effective as of [__/__/____] (the "Termination Date"), which date is not less than [____] days from the date of this Notice, in compliance with the notice period set forth in Section [____] of the Agreement.

2. WIND-DOWN OBLIGATIONS. During the period between the date of this Notice and the Termination Date (the "Wind-Down Period"), the Parties shall cooperate in good faith to:

(a) Complete or transition all work-in-progress to the extent commercially reasonable;
(b) Facilitate orderly transfer of data, materials, and deliverables;
(c) Reconcile and settle all outstanding invoices and payment obligations;
(d) Return or destroy Confidential Information in accordance with the Agreement; and
(e) Perform any additional wind-down activities specified in the Agreement.

3. COMPENSATION FOR WIND-DOWN. The Terminating Party shall compensate the Receiving Party for: (a) all goods delivered and services satisfactorily rendered through the Termination Date; (b) reasonable and documented wind-down costs incurred in accordance with the Agreement; and (c) any termination fee expressly set forth in Section [____] of the Agreement, if applicable.

4. SURVIVING OBLIGATIONS. Sections [________________________________] of the Agreement shall survive termination as expressly provided therein, including without limitation provisions relating to confidentiality, indemnification, limitation of liability, dispute resolution, and governing law.

5. DATA RETURN AND PRIVACY. The Receiving Party shall comply with all data return, destruction, and privacy obligations under the Agreement, the Montana Consumer Data Privacy Act (Mont. Code Ann. § 30-14-2801 et seq.), and the Montana constitutional right of privacy (Mont. Const. Art. II, § 10).

6. RESERVATION OF RIGHTS. Except as otherwise provided herein, the Terminating Party reserves all rights and remedies available under the Agreement and applicable Montana law.

Executed as of the date first written above.

TERMINATING PARTY:

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

FORM C — NOTICE OF DEFAULT AND OPPORTUNITY TO CURE

CURE NOTICE

Date of Notice: [__/__/____]

Via: ☐ Certified Mail, Return Receipt Requested ☐ Overnight Courier ☐ Hand Delivery ☐ Electronic Transmission (per Agreement)

FROM (Non-Defaulting Party):

Name: [________________________________]
Title: [________________________________]
Entity: [________________________________]
Address: [________________________________]
City/State/ZIP: [________________________________], Montana [____]

TO (Defaulting Party):

Name: [________________________________]
Title: [________________________________]
Entity: [________________________________]
Address: [________________________________]
City/State/ZIP: [________________________________], Montana [____]

RE: Notice of Default and Opportunity to Cure
Agreement: [________________________________] (the "Agreement")
Effective Date of Agreement: [__/__/____]
Agreement Reference Number: [________________________________]

Dear [________________________________]:

This Notice of Default and Opportunity to Cure ("Cure Notice") is delivered by [________________________________] ("Non-Defaulting Party") to [________________________________] ("Defaulting Party") pursuant to Section [____] of the above-referenced Agreement and the implied covenant of good faith and fair dealing under Montana law (Mont. Code Ann. § 28-1-211).

1. DESCRIPTION OF DEFAULT. The Non-Defaulting Party hereby notifies the Defaulting Party that the following event(s) of default have occurred under the Agreement:

2. CURE PERIOD. Pursuant to Section [____] of the Agreement, the Defaulting Party is afforded a period of [____] calendar days from receipt of this Cure Notice (the "Cure Period") within which to cure the foregoing default(s) to the reasonable satisfaction of the Non-Defaulting Party.

3. CURE REQUIREMENTS. To effectuate a satisfactory cure, the Defaulting Party must:

(a) [________________________________]
(b) [________________________________]
(c) [________________________________]
(d) Provide written certification to the Non-Defaulting Party that the cure has been completed, together with supporting documentation.

4. CONSEQUENCES OF FAILURE TO CURE. If the Defaulting Party fails to cure the default(s) within the Cure Period, the Non-Defaulting Party shall be entitled, at its sole discretion, to:

(a) Terminate the Agreement effective immediately upon written notice;
(b) Pursue all available remedies under the Agreement and Montana law, including damages under Mont. Code Ann. § 27-1-311;
(c) Seek specific performance or injunctive relief as permitted by Montana equity jurisprudence; and
(d) Exercise any other rights expressly reserved in the Agreement.

5. NO WAIVER. Delivery of this Cure Notice shall not constitute a waiver of any right or remedy of the Non-Defaulting Party, whether arising under the Agreement, at law, or in equity. The Non-Defaulting Party expressly reserves all such rights, including the right to assert claims within the applicable statute of limitations (Mont. Code Ann. § 27-2-202, eight (8) years for written contracts).

6. INTERIM PERFORMANCE. During the Cure Period, all other obligations of the Parties under the Agreement shall remain in full force and effect and the Defaulting Party shall continue to perform its obligations thereunder.

Executed as of the date first written above.

NON-DEFAULTING PARTY:

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

FORM D — TERMINATION FOR INSOLVENCY OR BANKRUPTCY

NOTICE OF TERMINATION FOR INSOLVENCY / BANKRUPTCY

Date of Notice: [__/__/____]

Via: ☐ Certified Mail, Return Receipt Requested ☐ Overnight Courier ☐ Hand Delivery ☐ Electronic Transmission (per Agreement)

FROM (Terminating Party):

Name: [________________________________]
Title: [________________________________]
Entity: [________________________________]
Address: [________________________________]
City/State/ZIP: [________________________________], Montana [____]

TO (Insolvent/Bankrupt Party):

Name: [________________________________]
Title: [________________________________]
Entity: [________________________________]
Address: [________________________________]
City/State/ZIP: [________________________________], Montana [____]

RE: Notice of Termination for Insolvency / Bankruptcy
Agreement: [________________________________] (the "Agreement")
Effective Date of Agreement: [__/__/____]
Agreement Reference Number: [________________________________]

Dear [________________________________]:

This Notice of Termination for Insolvency / Bankruptcy ("Notice") is delivered by [________________________________] ("Terminating Party") to [________________________________] ("Counterparty") pursuant to Section [____] of the above-referenced Agreement.

1. INSOLVENCY EVENT. The Terminating Party has determined that one or more of the following Insolvency Events has occurred with respect to the Counterparty (check all that apply):

☐ The Counterparty has filed a voluntary petition for relief under Title 11 of the United States Code (Bankruptcy Code);
☐ An involuntary petition has been filed against the Counterparty under the Bankruptcy Code and has not been dismissed within [____] days;
☐ The Counterparty has been adjudicated as bankrupt or insolvent by a court of competent jurisdiction;
☐ A receiver, trustee, custodian, or similar fiduciary has been appointed for the Counterparty or for substantially all of the Counterparty's assets;
☐ The Counterparty has made a general assignment for the benefit of creditors;
☐ The Counterparty has admitted in writing its inability to pay its debts as they become due;
☐ The Counterparty has ceased operations or substantially all business activities;
☐ Other: [________________________________]

2. EFFECTIVE DATE OF TERMINATION. Subject to the provisions of 11 U.S.C. § 365 (to the extent applicable in any bankruptcy proceeding), the Agreement shall terminate effective as of [__/__/____] (the "Termination Date").

3. AUTOMATIC STAY RESERVATION. The Terminating Party acknowledges that, to the extent an automatic stay under 11 U.S.C. § 362 is in effect, this Notice shall serve as a record of the Terminating Party's intent to terminate and shall become effective upon the earliest of: (a) relief from the automatic stay; (b) rejection of the Agreement by the bankruptcy estate; or (c) expiration of the time period set forth in 11 U.S.C. § 365 for assumption or rejection of executory contracts.

4. PROTECTION OF ASSETS. The Counterparty shall, to the extent not prohibited by applicable bankruptcy law or court order: (a) return all property, data, and Confidential Information of the Terminating Party; (b) provide reasonable cooperation in the transition of services; and (c) comply with all data return and destruction obligations, including those arising under the Montana Consumer Data Privacy Act (Mont. Code Ann. § 30-14-2801 et seq.).

5. RESERVATION OF RIGHTS. The Terminating Party reserves all rights and remedies available under the Agreement, applicable Montana law, and the Bankruptcy Code, including without limitation the right to file proofs of claim, seek adequate protection, or pursue relief from the automatic stay.

Executed as of the date first written above.

TERMINATING PARTY:

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

FORM E — TERMINATION FOR SLA / PERFORMANCE FAILURE

NOTICE OF TERMINATION FOR SERVICE LEVEL / PERFORMANCE FAILURE

Date of Notice: [__/__/____]

Via: ☐ Certified Mail, Return Receipt Requested ☐ Overnight Courier ☐ Hand Delivery ☐ Electronic Transmission (per Agreement)

FROM (Customer / Affected Party):

Name: [________________________________]
Title: [________________________________]
Entity: [________________________________]
Address: [________________________________]
City/State/ZIP: [________________________________], Montana [____]

TO (Service Provider / Performing Party):

Name: [________________________________]
Title: [________________________________]
Entity: [________________________________]
Address: [________________________________]
City/State/ZIP: [________________________________], Montana [____]

RE: Termination for SLA / Performance Failure
Agreement: [________________________________] (the "Agreement")
Service Level Agreement / Performance Schedule: [________________________________] (the "SLA")
Effective Date of Agreement: [__/__/____]
Agreement Reference Number: [________________________________]

Dear [________________________________]:

This Notice of Termination for SLA / Performance Failure ("Notice") is delivered by [________________________________] ("Customer") to [________________________________] ("Provider") pursuant to Section [____] of the above-referenced Agreement and/or the SLA incorporated therein.

1. PERFORMANCE FAILURES. The Provider has failed to meet the service levels, performance standards, or key performance indicators set forth in the SLA as detailed below:

2. CHRONIC FAILURE THRESHOLD. The performance failures identified above constitute ☐ a single critical failure triggering immediate termination rights under Section [____] of the Agreement, or ☐ chronic / repeated failures over [____] consecutive measurement periods, triggering termination rights under Section [____] of the Agreement.

3. PRIOR REMEDIATION EFFORTS. The Customer has previously notified the Provider of performance deficiencies on the following dates: [________________________________]. The Provider ☐ failed to implement adequate corrective measures ☐ implemented corrective measures that were insufficient to restore performance to required levels.

4. SERVICE CREDITS AND OFFSETS. The Customer has been entitled to service credits totaling $[________________________________] as a result of the foregoing performance failures. Such credits ☐ have been applied ☐ remain outstanding and due. The Customer reserves the right to offset any outstanding service credits against amounts owed to the Provider.

5. EFFECTIVE DATE OF TERMINATION. The Agreement and SLA shall terminate effective as of [__/__/____] (the "Termination Date").

6. TRANSITION AND DATA EXPORT. The Provider shall, commencing upon receipt of this Notice and continuing through [____] days following the Termination Date (the "Transition Period"):

(a) Provide full cooperation and commercially reasonable assistance in transitioning services to the Customer or its designee;
(b) Export all Customer data in the format(s) specified in the Agreement or, if none, in a commercially standard, machine-readable format;
(c) Maintain continuity of services during the Transition Period at no additional cost;
(d) Comply with all data handling obligations under the Montana Consumer Data Privacy Act (Mont. Code Ann. § 30-14-2801 et seq.) and the Montana constitutional right of privacy (Mont. Const. Art. II, § 10); and
(e) Certify in writing the complete return or destruction of Customer data upon conclusion of the Transition Period.

7. RESERVATION OF RIGHTS. The Customer reserves all rights and remedies under the Agreement, at law, and in equity, including claims for damages arising from the Provider's failure to meet agreed service levels (Mont. Code Ann. § 27-1-311).

Executed as of the date first written above.

CUSTOMER / AFFECTED PARTY:

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

FORM F — NON-RENEWAL NOTICE

NOTICE OF NON-RENEWAL

Date of Notice: [__/__/____]

Via: ☐ Certified Mail, Return Receipt Requested ☐ Overnight Courier ☐ Hand Delivery ☐ Electronic Transmission (per Agreement)

FROM (Non-Renewing Party):

Name: [________________________________]
Title: [________________________________]
Entity: [________________________________]
Address: [________________________________]
City/State/ZIP: [________________________________], Montana [____]

TO (Counterparty):

Name: [________________________________]
Title: [________________________________]
Entity: [________________________________]
Address: [________________________________]
City/State/ZIP: [________________________________], Montana [____]

RE: Notice of Non-Renewal
Agreement: [________________________________] (the "Agreement")
Effective Date of Agreement: [__/__/____]
Current Term Expiration Date: [__/__/____]
Agreement Reference Number: [________________________________]

Dear [________________________________]:

This Notice of Non-Renewal ("Notice") is delivered by [________________________________] ("Non-Renewing Party") to [________________________________] ("Counterparty") pursuant to Section [____] of the above-referenced Agreement.

1. NON-RENEWAL ELECTION. The Non-Renewing Party hereby elects NOT to renew the Agreement for an additional term beyond the current term, which expires on [__/__/____] (the "Expiration Date"). This Notice is delivered not less than [____] days prior to the Expiration Date, as required by Section [____] of the Agreement.

2. CURRENT TERM. The Agreement shall remain in full force and effect through the Expiration Date. All rights and obligations of the Parties shall continue uninterrupted through such date.

3. TRANSITION PLANNING. The Parties shall cooperate in good faith during the remaining term to:

(a) Facilitate an orderly transition of services, deliverables, and data;
(b) Reconcile and settle all outstanding financial obligations;
(c) Complete or assign work-in-progress as mutually agreed;
(d) Return or destroy Confidential Information in accordance with the Agreement; and
(e) Comply with all data handling obligations under Montana law, including the Montana Consumer Data Privacy Act (Mont. Code Ann. § 30-14-2801 et seq.).

4. SURVIVING PROVISIONS. Those provisions of the Agreement that by their nature are intended to survive expiration, including without limitation confidentiality, indemnification, limitation of liability, and dispute resolution, shall survive the Expiration Date in accordance with their terms.

5. NO AUTOMATIC RENEWAL. This Notice is intended to ensure that no automatic renewal provision in the Agreement is triggered. If the Agreement contains an auto-renewal clause, this Notice constitutes timely written notice of the Non-Renewing Party's election to terminate such auto-renewal.

6. GOOD FAITH. This non-renewal is exercised in good faith and in accordance with the implied covenant of good faith and fair dealing under Montana law (Mont. Code Ann. § 28-1-211).

Executed as of the date first written above.

NON-RENEWING PARTY:

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

FORM G — MUTUAL TERMINATION AGREEMENT

MUTUAL TERMINATION AND RELEASE AGREEMENT

Effective Date: [__/__/____]

This Mutual Termination and Release Agreement ("Mutual Termination Agreement") is entered into as of the Effective Date set forth above by and between:

Party A:

Name / Entity: [________________________________]
Address: [________________________________]
City/State/ZIP: [________________________________], Montana [____]
Authorized Representative: [________________________________]
Title: [________________________________]

Party B:

Name / Entity: [________________________________]
Address: [________________________________]
City/State/ZIP: [________________________________], Montana [____]
Authorized Representative: [________________________________]
Title: [________________________________]

(each a "Party" and collectively, the "Parties")

RECITALS

WHEREAS, the Parties entered into that certain [________________________________] dated [__/__/____] (the "Agreement"), together with all amendments, schedules, exhibits, and statements of work incorporated therein;

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;

WHEREAS, the Parties desire to set forth the terms of such termination, including the settlement of all outstanding obligations and a mutual release of claims; and

WHEREAS, this Mutual Termination Agreement is executed in good faith and in accordance with the implied covenant of good faith and fair dealing under Montana law (Mont. Code Ann. § 28-1-211);

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

1. TERMINATION. The Agreement is hereby terminated effective as of [__/__/____] (the "Termination Date"). As of the Termination Date, neither Party shall have any further rights or obligations under the Agreement, except as expressly set forth in this Mutual Termination Agreement or in any surviving provisions of the Agreement.

2. SETTLEMENT OF FINANCIAL OBLIGATIONS.

(a) Party A shall pay to Party B the sum of $[________________________________] on or before [__/__/____], representing [________________________________];
(b) Party B shall pay to Party A the sum of $[________________________________] on or before [__/__/____], representing [________________________________];
(c) ☐ The Parties agree that no further payments are owed by either Party to the other.

3. MUTUAL RELEASE.

(a) Effective as of the Termination Date, Party A, on behalf of itself and its officers, directors, employees, agents, successors, and assigns, hereby releases and forever discharges Party B and its officers, directors, employees, agents, successors, and assigns from any and all claims, demands, causes of action, liabilities, damages, costs, and expenses of every kind and nature, whether known or unknown, arising out of or related to the Agreement.

(b) Effective as of the Termination Date, Party B, on behalf of itself and its officers, directors, employees, agents, successors, and assigns, hereby releases and forever discharges Party A and its officers, directors, employees, agents, successors, and assigns from any and all claims, demands, causes of action, liabilities, damages, costs, and expenses of every kind and nature, whether known or unknown, arising out of or related to the Agreement.

(c) Carve-Outs from Release. Notwithstanding the foregoing, the mutual release shall NOT extend to: (i) obligations arising under this Mutual Termination Agreement; (ii) claims arising from fraud, willful misconduct, or criminal acts; (iii) indemnification obligations that survive termination under the Agreement; (iv) obligations relating to Confidential Information; or (v) obligations under applicable Montana law that cannot be waived by agreement.

4. RETURN OF PROPERTY AND DATA. Within [____] business days of the Termination Date, each Party shall return to the other all property, materials, data, and Confidential Information belonging to such other Party. Each Party shall certify in writing the completion of such return or, where authorized, destruction. All data handling shall comply with the Montana Consumer Data Privacy Act (Mont. Code Ann. § 30-14-2801 et seq.) and the Montana constitutional right of privacy (Mont. Const. Art. II, § 10).

5. SURVIVING PROVISIONS. The following provisions of the Agreement shall survive the Termination Date: [________________________________].

6. CONFIDENTIALITY OF THIS AGREEMENT. The terms of this Mutual Termination Agreement shall be treated as confidential by both Parties and shall not be disclosed to any third party except: (a) as required by law or court order; (b) to each Party's legal, financial, and tax advisors on a need-to-know basis; or (c) with the prior written consent of the other Party.

7. NO ADMISSION OF LIABILITY. This Mutual Termination Agreement does not constitute an admission of liability, wrongdoing, or fault by either Party with respect to any matter.

8. ENTIRE AGREEMENT. This Mutual Termination Agreement, together with any surviving provisions of the Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, and agreements relating thereto.

9. GOVERNING LAW AND VENUE. This Mutual Termination Agreement shall be governed by and construed in accordance with the laws of the State of Montana, without regard to its conflict-of-laws principles. Any dispute arising out of this Mutual Termination Agreement shall be brought exclusively in the state or federal courts located in [________________________________] County, Montana.

10. COUNTERPARTS. This Mutual 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. Electronic signatures shall be valid and enforceable pursuant to the Montana Uniform Electronic Transactions Act (Mont. Code Ann. § 30-18-106).

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

PARTY A:

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

PARTY B:

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

SECTION H — DELIVERY INSTRUCTIONS AND PROOF OF SERVICE

H.1 Methods of Delivery

All termination notices, cure notices, non-renewal notices, and related correspondence under this Pack must be delivered in accordance with the notice provisions of the underlying Agreement. Where the Agreement is silent on delivery method, the following methods shall be deemed effective under Montana law:

H.2 Address Requirements

All notices shall be delivered to the address specified in the notice provision of the Agreement. If no address is specified, notices shall be delivered to the counterparty's principal place of business as reflected in the records of the Montana Secretary of State.

H.3 Proof of Service Affidavit

I, [________________________________], hereby certify under penalty of perjury under the laws of the State of Montana that on [__/__/____], I served the foregoing [________________________________] upon [________________________________] by the following method:

☐ Certified U.S. Mail, Return Receipt Requested — Tracking No.: [________________________________]
☐ Overnight Courier — Carrier: [________________________________] Tracking No.: [________________________________]
☐ Hand Delivery — Received by: [________________________________]
☐ Electronic Transmission — Email Address: [________________________________] Time Sent: [________________________________]
☐ Registered Agent — Agent Name: [________________________________]

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

SECTION I — MONTANA-SPECIFIC PROVISIONS

I.1 Governing Law

All notices and agreements in this Pack are governed by the laws of the State of Montana, including without limitation:

• Mont. Code Ann. § 28-1-211 — Implied covenant of good faith and fair dealing, requiring honesty in fact and the observance of reasonable commercial standards of fair dealing in the trade, applicable to all contracts;
• Mont. Code Ann. § 27-1-311 — Measure of damages for breach of contract (compensatory damages for all detriment proximately caused);
• Mont. Code Ann. § 27-2-202 — Eight (8) year statute of limitations for actions on written contracts, one of the longest limitation periods in the United States;
• Mont. Code Ann. § 30-2-309 — UCC requirement of reasonable notification for termination of contracts for the sale of goods where the contract is silent on termination procedures.

I.2 Constitutional Right of Privacy

Montana is one of a limited number of states with an express constitutional right of privacy. Mont. Const. Art. II, § 10 provides: "The right of individual privacy is essential to the well-being of a free society and shall not be infringed without the showing of a compelling state interest."

Practical implications for contract termination:
- All data return and destruction provisions must be construed in light of this constitutional mandate;
- Personal data of Montana residents must be handled with heightened care during and after termination;
- Retention of personal data beyond the termination date must be justified by a legitimate business or legal necessity;
- Any breach of data obligations during post-termination wind-down may give rise to constitutional privacy claims in addition to contractual remedies.

I.3 Montana Consumer Data Privacy Act

The Montana Consumer Data Privacy Act (Mont. Code Ann. § 30-14-2801 et seq.), effective October 1, 2024, imposes additional obligations on controllers and processors of personal data of Montana consumers. Upon termination:

• Controllers must honor data subject rights, including the right to deletion;
• Processors must cease processing personal data and return or delete data per the controller's instructions;
• Data protection assessments previously conducted remain relevant to post-termination obligations;
• The sixty (60) day cure period for alleged violations (expiring April 1, 2026) may apply to data handling disputes arising in connection with termination.

I.4 Data Breach Notification

If, during or after the termination process, a party discovers a security breach involving the personal information of Montana residents, such party must comply with Mont. Code Ann. § 30-14-1704, which requires:

• Disclosure to affected Montana residents without unreasonable delay;
• Simultaneous submission of an electronic copy of the notification to the Montana Attorney General's Office of Consumer Protection;
• Coordination with law enforcement where required.

I.5 Unfair Trade Practices

Termination conducted in bad faith, with the intent to harm, or in a manner that constitutes deceptive or unconscionable conduct may give rise to claims under the Montana Consumer Protection Act (Mont. Code Ann. § 30-14-101 et seq.). The Montana Attorney General is empowered to enforce the Act, and private rights of action may be available.

I.6 UCC Considerations

For agreements involving the sale of goods governed by Montana's adoption of the Uniform Commercial Code (Mont. Code Ann. Title 30, Chapter 2):

• Mont. Code Ann. § 30-2-309(2): Where a contract provides for successive performances but is indefinite in duration, it is valid for a reasonable time but may be terminated at any time by either party;
• Mont. Code Ann. § 30-2-309(3): Termination requires reasonable notification; an agreement dispensing with notification is invalid if its operation would be unconscionable;
• Mont. Code Ann. § 30-2-106: Statute of frauds provisions apply to contracts for the sale of goods exceeding five hundred dollars ($500).

I.7 Venue and Forum Selection

Montana courts will generally enforce forum selection clauses in commercial agreements between sophisticated parties. Absent a forum selection clause, venue for contract disputes lies in:

• The county where the defendant resides or has a principal place of business; or
• The county where the obligation was to be performed; or
• Lewis and Clark County (Helena) or Yellowstone County (Billings) for matters involving state agencies or statewide significance.

I.8 Jury Waiver

TO THE FULLEST EXTENT PERMITTED BY THE LAWS OF THE STATE OF MONTANA, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY NOTICE OR AGREEMENT IN THIS PACK OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (A) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER; (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY; AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THE APPLICABLE AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS IN THIS SECTION.

SECTION J — ELECTRONIC SIGNATURES (MONTANA UETA)

J.1 Legal Framework

The Montana Uniform Electronic Transactions Act (Mont. Code Ann. §§ 30-18-101 through 30-18-117) establishes the legal validity of electronic signatures and electronic records in the State of Montana.

J.2 Key Provisions

• Mont. Code Ann. § 30-18-106: A record or signature may not be denied legal effect or enforceability solely because it is in electronic form. A contract may not be denied legal effect or enforceability solely because an electronic record was used in its formation. If a law requires a signature, an electronic signature satisfies the law.
• Mont. Code Ann. § 30-18-107: An electronic record or electronic signature is attributable to a person if it was the act of the person, which may be shown in any manner, including a showing of the efficacy of any security procedure applied to determine the person to whom the electronic record or signature was attributable.
• Mont. Code Ann. § 30-18-108: The effect of an electronic record or electronic signature is determined from the context and surrounding circumstances at the time of its creation, execution, or adoption.

J.3 Requirements for Valid Electronic Execution

For any notice or agreement in this Pack to be validly executed by electronic signature under Montana law, the following conditions must be satisfied:

☐ Both parties have consented to conduct the transaction by electronic means;
☐ The electronic signature is attached to or logically associated with the electronic record;
☐ The signer intended the electronic signature to serve as the signer's signature;
☐ The electronic record is capable of retention and accurate reproduction by all parties;
☐ A complete and accurate copy of the electronically signed document has been provided to each party.

J.4 Permitted Electronic Signature Platforms

The following electronic signature platforms are accepted for execution of notices and agreements under this Pack, subject to mutual agreement of the Parties:

☐ DocuSign
☐ Adobe Sign
☐ HelloSign / Dropbox Sign
☐ PandaDoc
☐ Other: [________________________________]

J.5 Retention of Electronic Records

All electronically executed notices and agreements shall be retained in a format that accurately reflects the information in the record and remains accessible for the period required by the applicable statute of limitations (eight (8) years for written contracts under Mont. Code Ann. § 27-2-202).

SECTION K — POST-TERMINATION CHECKLIST

K.1 Immediate Actions (Within 5 Business Days of Termination Date)

☐ Confirm receipt of termination notice by counterparty (retain proof of service)
☐ Notify internal stakeholders (legal, finance, operations, IT, procurement)
☐ Suspend new orders, purchase orders, and statements of work under the Agreement
☐ Identify all outstanding deliverables, milestones, and work-in-progress
☐ Review and preserve all records relating to the Agreement and termination
☐ Engage replacement vendor or initiate transition plan (if applicable)
☐ Notify affected third parties, subcontractors, and downstream customers

K.2 Financial Reconciliation (Within 15 Business Days)

☐ Calculate all amounts owed by each party through the Termination Date
☐ Issue final invoices for goods delivered or services rendered
☐ Apply outstanding service credits, offsets, or holdbacks
☐ Process refunds for prepaid but undelivered goods or services
☐ Calculate termination fees or early termination penalties (if applicable)
☐ Reconcile escrow accounts, security deposits, or retainages
☐ Obtain lien releases or UCC termination statements (if applicable)

K.3 Data and Confidential Information (Within 30 Business Days)

☐ Inventory all data and Confidential Information held by each party
☐ Execute data export in format(s) specified by the Agreement
☐ Verify completeness and integrity of exported data
☐ Return all physical materials, documents, and media to the owning party
☐ Destroy retained copies of Confidential Information per the Agreement
☐ Obtain written certification of data return or destruction from counterparty
☐ Comply with Montana Consumer Data Privacy Act requirements (Mont. Code Ann. § 30-14-2801 et seq.)
☐ Confirm compliance with Montana constitutional right of privacy (Mont. Const. Art. II, § 10)
☐ Assess data breach notification obligations (Mont. Code Ann. § 30-14-1704) if any incident occurred

K.4 Technology and Access (Within 10 Business Days)

☐ Revoke counterparty's access to all systems, platforms, and networks
☐ Disable shared credentials, API keys, tokens, and certificates
☐ Terminate VPN connections and remote access permissions
☐ Revoke software licenses granted under the Agreement
☐ Remove counterparty personnel from distribution lists and communication channels
☐ Confirm de-provisioning of cloud resources and environments

K.5 Intellectual Property (Within 30 Business Days)

☐ Confirm ownership of all work product and deliverables per the Agreement
☐ Obtain assignment of IP rights as required by the Agreement
☐ Terminate licenses to use the counterparty's intellectual property
☐ Remove counterparty's trademarks, trade names, and branding from materials
☐ File any necessary trademark or copyright transfer documentation

K.6 Insurance and Bonds (Within 30 Business Days)

☐ Verify tail coverage or extended reporting periods under applicable insurance policies
☐ Confirm release or return of performance bonds or surety instruments
☐ Notify insurance carriers of the termination, if required

K.7 Regulatory and Compliance (Within 30 Business Days)

☐ File any required regulatory notifications related to the termination
☐ Comply with Montana-specific reporting obligations (if applicable)
☐ Update registrations with the Montana Secretary of State (if applicable)
☐ Ensure compliance with the Montana Unfair Trade Practices Act (Mont. Code Ann. § 30-14-101 et seq.)

K.8 Legal and Documentation (Ongoing)

☐ Maintain complete file of all termination correspondence and notices
☐ Retain executed copies of all agreements, amendments, and this Mutual Termination Agreement
☐ Calendar the eight (8) year statute of limitations for written contract claims (Mont. Code Ann. § 27-2-202)
☐ Calendar surviving obligation periods (confidentiality, non-compete, indemnification)
☐ Document lessons learned for future contract negotiations
☐ Confirm all dispute resolution procedures have been followed
☐ Close matter file upon resolution of all post-termination obligations

SOURCES AND REFERENCES

• Montana Code Annotated, Title 27 — Civil Liability, Remedies, and Limitations: https://leg.mt.gov/bills/mca/title_0270/chapters_index.html
• Montana Code Annotated, Title 28 — Contracts and Other Obligations: https://leg.mt.gov/bills/mca/title_0280/chapters_index.html
• Montana Code Annotated, Title 30 — Trade and Commerce (UCC, Consumer Protection, UETA): https://leg.mt.gov/bills/mca/title_0300/chapters_index.html
• Montana Constitution, Article II — Declaration of Rights: https://leg.mt.gov/bills/mca/title_0000/article_0020/part_0010/sections_index.html
• Montana Department of Justice — Consumer Protection: https://dojmt.gov/office-of-consumer-protection/
• Montana Secretary of State — Business Services: https://sosmt.gov/business/

This Montana Termination Notice Pack is provided for informational purposes only and does not constitute legal advice. The forms and provisions herein should be reviewed, customized, and approved by a Montana-licensed attorney before execution. Montana law, including the implied covenant of good faith and fair dealing (Mont. Code Ann. § 28-1-211), applies to all contractual relationships and termination actions. No attorney-client relationship is created by the use of this Pack.

Prepared for use on the ezel.ai platform. Last updated: 2026-02-21.