TERMINATION NOTICE PACK
A. TERMINATION FOR CAUSE (BREACH) — SAMPLE NOTICE
To: [Counterparty Notice Address]
From: [Your Entity]
Date: [Date]
Re: Notice of Material Breach under [Agreement Title and Date]
This notice is delivered pursuant to Section [Section Number] of the Agreement. The following material breach has occurred: [Describe breach with specifics, dates, evidence].
Pursuant to Section [Section Number], you have [Cure Period Days] days from receipt of this notice to cure. If the breach is not cured within that period, the Agreement will terminate effective [Date/Immediately After Cure Period]. We reserve all rights and remedies available under the Agreement and applicable New York law.
Sincerely,
[Name/Title]
B. TERMINATION FOR CONVENIENCE — SAMPLE NOTICE
To: [Counterparty Notice Address]
From: [Your Entity]
Date: [Date]
Re: Termination for Convenience under [Agreement Title and Date]
Pursuant to Section [Section Number] of the Agreement, we hereby terminate the Agreement for convenience. The termination will be effective [Date], which is at least [Notice Days] days from the date of this notice, as required. Please coordinate wind-down and return/deletion of data per the Agreement.
Sincerely,
[Name/Title]
C. TERMINATION FOR SLA/CHRONIC FAILURE — SAMPLE NOTICE
To: [Counterparty Notice Address]
From: [Your Entity]
Date: [Date]
Re: Termination for Chronic SLA Failure under [Agreement Title and Date]
We reference the SLA credits issued on [dates] for SLA failures in [months/periods]. Under Section [Section Number], chronic failure has occurred. Accordingly, we elect to terminate effective [Date]. Please provide data export and transition assistance as outlined in the Agreement.
Sincerely,
[Name/Title]
D. TERMINATION FOR INSOLVENCY — SAMPLE NOTICE
To: [Counterparty Notice Address]
From: [Your Entity]
Date: [Date]
Re: Termination due to Insolvency under [Agreement Title and Date]
We have received notice of [bankruptcy filing/assignment for benefit of creditors/receivership] concerning [Counterparty]. Under Section [Section Number], we terminate the Agreement effective [Date]. Please cooperate in orderly transition and data return/deletion.
Sincerely,
[Name/Title]
E. DELIVERY AND PROOF OF NOTICE
- Deliver notices by the method(s) required in the Agreement (e.g., courier/email) and retain proof of delivery.
- Note the effective date per the notice clause (e.g., upon receipt, X days after dispatch, or specified date).
F. GOVERNING LAW AND VENUE
Any disputes arising from or relating to these termination notices or the underlying Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. The parties irrevocably submit to the exclusive jurisdiction and venue of the state and federal courts located in [New York County (Manhattan) / Kings County (Brooklyn)], New York. Each party waives any objection to venue and any objection based on inconvenient forum. Pursuant to New York General Obligations Law Section 5-1401, the parties agree that this Agreement shall be governed by New York law notwithstanding any connection to other jurisdictions.
G. JURY WAIVER
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER, OR IN CONNECTION WITH THESE TERMINATION NOTICES OR THE UNDERLYING AGREEMENT. THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THE AGREEMENT. Each party certifies that no representative of the other party has represented that such party would not seek to enforce this waiver. This waiver shall apply to any subsequent amendments, renewals, or modifications. New York courts routinely enforce jury waivers in commercial agreements when entered into knowingly and voluntarily by sophisticated parties.
H. ELECTRONIC SIGNATURES AND DELIVERY
The parties agree that these termination notices and any related documents may be executed and delivered by electronic signature in accordance with the New York Electronic Signatures and Records Act (N.Y. State Tech. Law sections 302-309) and the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. sections 7001-7006). Electronic signatures, whether digital or encrypted, shall be deemed original signatures for all purposes and shall be binding and enforceable. Electronic delivery of notices shall be effective if permitted under the underlying Agreement's notice provisions.