TERMINATION NOTICE PACK

State of Washington

OVERVIEW

This pack contains multiple termination notice templates for use in Washington commercial transactions. Under Washington law, contract termination generally requires "reasonable notification" to the other party pursuant to RCW 62A.2-309(3). These templates address various termination scenarios with Washington-specific statutory citations and procedural requirements.

TABLE OF CONTENTS

1. Notice of Termination for Convenience
2. Notice of Termination for Cause (Material Breach)
3. Notice of Termination for Non-Payment
4. Notice of Termination Upon Expiration
5. Notice of Non-Renewal
6. Cure Notice (Precursor to Termination)
7. Termination Confirmation Letter
8. Termination and Transition Acknowledgment

WASHINGTON-SPECIFIC LEGAL FRAMEWORK

Governing Statutes

Key Legal Principles

Reasonable Notice Requirement: Under RCW 62A.2-309(3), termination of an indefinite contract "requires that reasonable notification be received by the other party and an agreement dispensing with notification is invalid if its operation would be unconscionable."

Good Faith: All contract terminations must be exercised in good faith pursuant to RCW 62A.1-304. Termination clauses may not be exercised in bad faith, even if the contract appears to allow termination "at will."

Electronic Notice: Pursuant to the Washington Uniform Electronic Transactions Act (RCW 1.80.010 et seq.), electronic notices are valid if the parties have agreed to conduct transactions by electronic means. Washington adopted UETA effective June 11, 2020, replacing former RCW 19.360.

Consumer Protection: RCW 19.86 (the Washington Consumer Protection Act) prohibits unfair or deceptive acts or practices in trade or commerce. Termination practices that are misleading or unconscionable may give rise to claims under this statute, which provides for actual damages, treble damages for willful violations (RCW 19.86.090), injunctive relief, and attorney's fees and costs. Civil penalties of up to $125,000 per violation may be imposed for violations of injunctions issued under the Act.

NOTICE 1: TERMINATION FOR CONVENIENCE

When to Use

Use this notice when the underlying agreement permits termination without cause upon proper notice, and you wish to end the agreement for business reasons unrelated to the other party's performance.

[SENDER LETTERHEAD]

[DATE]

VIA [CERTIFIED MAIL, RETURN RECEIPT REQUESTED / OVERNIGHT COURIER / EMAIL WITH READ RECEIPT]

[RECIPIENT NAME]
[RECIPIENT TITLE]
[COMPANY NAME]
[ADDRESS]
[CITY, STATE ZIP]

Re: Notice of Termination for Convenience
Agreement: [AGREEMENT NAME] dated [DATE] (the "Agreement")
Agreement Reference No.: [NUMBER]

Dear [RECIPIENT NAME]:

Pursuant to Section [TERMINATION SECTION NUMBER] of the above-referenced Agreement, [SENDER COMPANY NAME] ("[SENDER SHORT NAME]") hereby provides notice of its election to terminate the Agreement for convenience, effective as follows:

TERMINATION EFFECTIVE DATE: [DATE] (which is [NUMBER] days from the date of this notice, in accordance with the notice period specified in Section [SECTION] of the Agreement)

Reason for Termination

[SENDER SHORT NAME] is exercising its contractual right to terminate the Agreement for convenience. This termination is not based on any breach or default by [RECIPIENT COMPANY NAME] ("[RECIPIENT SHORT NAME]").

Obligations Through Termination Date

Through the Termination Effective Date:

1. [SENDER SHORT NAME] will continue to perform its obligations under the Agreement;
2. [RECIPIENT SHORT NAME] is expected to continue performing its obligations under the Agreement;
3. Any Services performed or goods delivered through the Termination Effective Date shall be compensated in accordance with the Agreement.

Post-Termination Obligations

Upon the Termination Effective Date:

☐ All outstanding invoices for Services performed through the Termination Effective Date shall be submitted within [30] days
☐ [RECIPIENT SHORT NAME] shall return all Confidential Information belonging to [SENDER SHORT NAME] within [10] days
☐ [SENDER SHORT NAME] shall return all materials belonging to [RECIPIENT SHORT NAME] within [10] days
☐ The following provisions of the Agreement shall survive termination: [LIST SURVIVING PROVISIONS]
☐ [OTHER POST-TERMINATION OBLIGATIONS]

Transition Assistance

[SELECT ONE]

☐ No transition assistance is required.

☐ [SENDER SHORT NAME] requests transition assistance as described below:

[DESCRIBE TRANSITION ASSISTANCE REQUIREMENTS]

Transition assistance shall be provided [at no additional cost / at the rates specified in Exhibit [X] of the Agreement / at the following rates: [SPECIFY]].

Payment for Services Through Termination Date

[SENDER SHORT NAME] will pay for all Services satisfactorily performed through the Termination Effective Date within [30] days of receipt of [RECIPIENT SHORT NAME]'s final invoice.

Contact Information

Please direct all questions regarding this termination to:

Name: [NAME]
Title: [TITLE]
Email: [EMAIL]
Phone: [PHONE]

This notice is provided pursuant to the Agreement and Washington law. Nothing in this notice shall be construed as a waiver of any rights or remedies under the Agreement or applicable law.

Sincerely,

_________________________________
[SENDER NAME]
[SENDER TITLE]
[SENDER COMPANY NAME]

Enclosures: [LIST ANY ENCLOSURES]

cc: [LIST COPIES]

NOTICE 2: TERMINATION FOR CAUSE (MATERIAL BREACH)

When to Use

Use this notice when the other party has materially breached the agreement and the cure period (if any) has expired, or the breach is incurable. Ensure all cure notice requirements have been satisfied before sending this notice.

[SENDER LETTERHEAD]

[DATE]

VIA CERTIFIED MAIL, RETURN RECEIPT REQUESTED
AND VIA EMAIL TO: [EMAIL ADDRESS]

[RECIPIENT NAME]
[RECIPIENT TITLE]
[COMPANY NAME]
[ADDRESS]
[CITY, STATE ZIP]

Re: NOTICE OF TERMINATION FOR CAUSE — MATERIAL BREACH
Agreement: [AGREEMENT NAME] dated [DATE] (the "Agreement")
Agreement Reference No.: [NUMBER]
Related Cure Notice: [DATE OF CURE NOTICE, IF APPLICABLE]

Dear [RECIPIENT NAME]:

This letter constitutes formal notice that [SENDER COMPANY NAME] ("[SENDER SHORT NAME]") is terminating the above-referenced Agreement for cause due to material breach by [RECIPIENT COMPANY NAME] ("[RECIPIENT SHORT NAME]"), effective as set forth below.

Material Breach(es)

[RECIPIENT SHORT NAME] has committed the following material breach(es) of the Agreement:

Breach 1:
- Breached Provision: Section [SECTION NUMBER] of the Agreement
- Description of Breach: [DETAILED DESCRIPTION OF THE BREACH]
- Date(s) of Breach: [DATE(S)]
- Impact: [DESCRIBE THE IMPACT OF THE BREACH]

Breach 2: [IF APPLICABLE]
- Breached Provision: Section [SECTION NUMBER] of the Agreement
- Description of Breach: [DETAILED DESCRIPTION OF THE BREACH]
- Date(s) of Breach: [DATE(S)]
- Impact: [DESCRIBE THE IMPACT OF THE BREACH]

[ADD ADDITIONAL BREACHES AS NECESSARY]

Cure Period Status

[SELECT ONE]

☐ Cure Period Expired Without Cure: On [DATE], [SENDER SHORT NAME] provided [RECIPIENT SHORT NAME] with written notice of the above breach(es) and a [NUMBER]-day cure period as required by Section [SECTION] of the Agreement. The cure period expired on [DATE], and [RECIPIENT SHORT NAME] has failed to cure the breach(es).

☐ Breach is Incurable: The above breach(es) constitute material breach that is incurable by its nature, and therefore no cure period is applicable.

☐ Repeated Breach: [RECIPIENT SHORT NAME] has repeatedly breached the same provision(s) of the Agreement, and pursuant to Section [SECTION], no further cure opportunity is required.

Termination Effective Date

EFFECTIVE DATE OF TERMINATION: [SELECT ONE]

☐ Immediately upon receipt of this notice

☐ [DATE] (which is [NUMBER] days from the date of this notice)

Reservation of Rights

[SENDER SHORT NAME] expressly reserves all rights and remedies available under the Agreement and Washington law, including but not limited to:

(a) The right to recover all damages caused by [RECIPIENT SHORT NAME]'s breach, including direct damages, consequential damages (to the extent not waived), and incidental damages pursuant to RCW 62A.2-711 and RCW 62A.2-715;

(b) The right to seek specific performance or injunctive relief;

(c) The right to recover attorneys' fees and costs as provided in the Agreement;

(d) Any indemnification rights under Section [SECTION] of the Agreement;

(e) Any rights under RCW 19.86 (Consumer Protection Act), if applicable;

(f) [OTHER RESERVED RIGHTS]

The damages incurred by [SENDER SHORT NAME] as a result of [RECIPIENT SHORT NAME]'s breach are preliminarily estimated at $[AMOUNT], subject to further accounting.

Post-Termination Obligations

Notwithstanding termination:

1. [RECIPIENT SHORT NAME] shall immediately cease use of all [SENDER SHORT NAME]'s Confidential Information, intellectual property, and materials;

2. [RECIPIENT SHORT NAME] shall return or destroy all Confidential Information within [10] days and provide written certification of such return or destruction;

3. The following provisions survive termination: [LIST SURVIVING PROVISIONS];

4. [SENDER SHORT NAME] is entitled to retain all amounts paid to date and is not obligated to make any further payments except for Services satisfactorily performed prior to the first breach;

5. [RECIPIENT SHORT NAME] shall cooperate with any reasonable transition activities.

Demand

[SENDER SHORT NAME] hereby demands:

☐ Payment of $[AMOUNT] representing [DESCRIBE — e.g., liquidated damages, advance payments to be refunded, etc.] within [NUMBER] days of this notice

☐ Immediate return of [DESCRIBE PROPERTY/MATERIALS]

☐ [OTHER DEMANDS]

Response Required

Please confirm receipt of this notice and your understanding of the termination and post-termination obligations by [DATE]. Direct all communications to:

Name: [NAME]
Title: [TITLE]
Email: [EMAIL]
Phone: [PHONE]

This notice is issued in accordance with the Agreement and Washington law. [SENDER SHORT NAME] does not waive any rights by sending this notice and reserves all rights at law and in equity.

Sincerely,

_________________________________
[SENDER NAME]
[SENDER TITLE]
[SENDER COMPANY NAME]

Enclosures:
- Copy of Agreement
- Copy of Cure Notice dated [DATE] [IF APPLICABLE]
- Documentation of Breach(es)
- [OTHER ENCLOSURES]

cc:
- [SENDER'S LEGAL COUNSEL]
- [OTHER RECIPIENTS]

NOTICE 3: TERMINATION FOR NON-PAYMENT

When to Use

Use this notice when the other party has failed to pay amounts due under the agreement and any applicable cure period has expired.

[SENDER LETTERHEAD]

[DATE]

VIA CERTIFIED MAIL, RETURN RECEIPT REQUESTED
AND VIA EMAIL TO: [EMAIL ADDRESS]

[RECIPIENT NAME]
[RECIPIENT TITLE]
[COMPANY NAME]
[ADDRESS]
[CITY, STATE ZIP]

Re: NOTICE OF TERMINATION FOR NON-PAYMENT
Agreement: [AGREEMENT NAME] dated [DATE] (the "Agreement")
Agreement Reference No.: [NUMBER]

Dear [RECIPIENT NAME]:

This letter constitutes formal notice that [SENDER COMPANY NAME] ("[SENDER SHORT NAME]") is terminating the above-referenced Agreement due to [RECIPIENT COMPANY NAME]'s ("[RECIPIENT SHORT NAME]") failure to pay amounts due under the Agreement.

Outstanding Amounts

The following amounts are past due:

TOTAL OUTSTANDING: $[TOTAL AMOUNT]

Late Fees/Interest Accrued: $[AMOUNT] (calculated at [RATE] per the Agreement)

TOTAL AMOUNT DUE: $[GRAND TOTAL]

Prior Collection Efforts

[SENDER SHORT NAME] has made the following efforts to collect the outstanding amounts:

Cure Period Compliance

☐ On [DATE], [SENDER SHORT NAME] provided [RECIPIENT SHORT NAME] with a cure notice pursuant to Section [SECTION] of the Agreement, requiring payment within [NUMBER] days. The cure period expired on [DATE] without payment.

☐ Pursuant to Section [SECTION] of the Agreement, payment was due within [NUMBER] days of invoice date, and no additional cure period is required.

Termination Effective Date

EFFECTIVE DATE OF TERMINATION: [DATE]

As of the Termination Effective Date:

1. [SENDER SHORT NAME] shall have no further obligation to provide Services or deliver goods under the Agreement;

2. All amounts outstanding under the Agreement shall become immediately due and payable;

3. [SENDER SHORT NAME] may exercise its rights under any security interest, lien, or similar right;

4. [RECIPIENT SHORT NAME] shall cease use of any licensed materials, software, or intellectual property.

Demand for Payment

[SENDER SHORT NAME] hereby demands payment of the full outstanding balance of $[GRAND TOTAL] within [10/15] days of this notice.

Failure to remit payment may result in:

(a) Referral to a collection agency;
(b) Commencement of legal proceedings in the Washington Superior Court, [COUNTY] County;
(c) Recovery of attorneys' fees and costs as permitted under the Agreement and Washington law;
(d) Reporting to credit bureaus (if applicable).

Reservation of Rights

[SENDER SHORT NAME] reserves all rights and remedies under the Agreement and Washington law, including the right to recover:

• All past-due amounts plus accrued interest
• Late fees as specified in the Agreement
• Collection costs
• Attorneys' fees (as provided by the Agreement or applicable Washington law)
• Any other damages arising from [RECIPIENT SHORT NAME]'s breach

Contact Information

To arrange payment or discuss this matter, contact:

Name: [NAME]
Title: [TITLE]
Email: [EMAIL]
Phone: [PHONE]

This notice is issued in accordance with the Agreement and Washington law.

Sincerely,

_________________________________
[SENDER NAME]
[SENDER TITLE]
[SENDER COMPANY NAME]

Enclosures:
- Copies of unpaid invoices
- Copy of Agreement (payment terms)
- Prior correspondence regarding non-payment

NOTICE 4: TERMINATION UPON EXPIRATION

When to Use

Use this notice to confirm that an agreement will terminate upon its natural expiration date, clarifying post-termination obligations.

[SENDER LETTERHEAD]

[DATE]

VIA [CERTIFIED MAIL / EMAIL / AS SPECIFIED IN AGREEMENT]

[RECIPIENT NAME]
[RECIPIENT TITLE]
[COMPANY NAME]
[ADDRESS]
[CITY, STATE ZIP]

Re: Confirmation of Agreement Expiration
Agreement: [AGREEMENT NAME] dated [DATE] (the "Agreement")
Agreement Reference No.: [NUMBER]

Dear [RECIPIENT NAME]:

This letter confirms that the above-referenced Agreement will expire by its own terms on [EXPIRATION DATE] (the "Expiration Date"). This letter is provided as a courtesy to clarify the parties' rights and obligations upon expiration.

Agreement Term

The Agreement was executed on [EFFECTIVE DATE] for an initial term of [TERM LENGTH], which expires on [EXPIRATION DATE].

[SELECT ONE]

☐ The Agreement does not contain an automatic renewal provision.

☐ The Agreement contains an automatic renewal provision in Section [SECTION]; however, [SENDER SHORT NAME] elected not to renew by providing notice of non-renewal dated [DATE].

☐ The Agreement contains an automatic renewal provision; however, [RECIPIENT SHORT NAME] elected not to renew by providing notice of non-renewal dated [DATE].

Status as of Expiration Date

As of the Expiration Date:

Completed Deliverables:
- [LIST DELIVERABLES COMPLETED]

Pending Items:
- [LIST ANY PENDING ITEMS AND HOW THEY WILL BE HANDLED]

Outstanding Payments:
- Amount due from [PARTY] to [PARTY]: $[AMOUNT]
- Payment due date: [DATE]

Post-Expiration Obligations

Upon expiration, the parties shall comply with the following:

Confidential Information:
☐ Return all Confidential Information within [NUMBER] days
☐ Destroy all Confidential Information and provide written certification
☐ Confidentiality obligations continue for [NUMBER] years per Section [SECTION]

Intellectual Property:
☐ [RECIPIENT SHORT NAME] shall cease all use of licensed IP on the Expiration Date
☐ Work product ownership has transferred to [PARTY] per Section [SECTION]
☐ [OTHER IP PROVISIONS]

Transition:
☐ [SENDER SHORT NAME] will provide transition assistance through [DATE] at [NO COST / SPECIFIED RATES]
☐ No transition assistance is contemplated
☐ [OTHER TRANSITION PROVISIONS]

Records:
☐ Records shall be maintained for [NUMBER] years per Section [SECTION] and applicable law

Surviving Provisions

The following provisions of the Agreement survive expiration:

• Section [NUMBER]: [TITLE — e.g., Confidentiality]
• Section [NUMBER]: [TITLE — e.g., Indemnification]
• Section [NUMBER]: [TITLE — e.g., Limitation of Liability]
• Section [NUMBER]: [TITLE — e.g., Dispute Resolution]
• [OTHER SURVIVING PROVISIONS]

Acknowledgment Request

Please sign and return the enclosed copy of this letter to acknowledge receipt and agreement with the post-expiration obligations.

Sincerely,

_________________________________
[SENDER NAME]
[SENDER TITLE]
[SENDER COMPANY NAME]

ACKNOWLEDGMENT

[RECIPIENT COMPANY NAME] acknowledges receipt of this letter and agrees to comply with the post-expiration obligations set forth herein.

_________________________________
[RECIPIENT NAME]
[RECIPIENT TITLE]
Date: _________________________

NOTICE 5: NOTICE OF NON-RENEWAL

When to Use

Use this notice when you wish to prevent automatic renewal of an agreement that would otherwise renew by its terms.

[SENDER LETTERHEAD]

[DATE]

VIA [METHOD REQUIRED BY AGREEMENT — TYPICALLY CERTIFIED MAIL]

[RECIPIENT NAME]
[RECIPIENT TITLE]
[COMPANY NAME]
[ADDRESS]
[CITY, STATE ZIP]

Re: Notice of Non-Renewal
Agreement: [AGREEMENT NAME] dated [DATE] (the "Agreement")
Agreement Reference No.: [NUMBER]
Current Term Expiration: [DATE]

Dear [RECIPIENT NAME]:

Pursuant to Section [SECTION NUMBER] of the above-referenced Agreement, [SENDER COMPANY NAME] ("[SENDER SHORT NAME]") hereby provides notice that it does not intend to renew the Agreement for an additional term.

Agreement Renewal Provision

Section [SECTION NUMBER] of the Agreement provides:

[QUOTE THE RELEVANT RENEWAL AND NON-RENEWAL NOTICE PROVISIONS FROM THE AGREEMENT]

Non-Renewal Details

This notice is being provided [NUMBER] days prior to the current term expiration, which satisfies the required notice period.

Effect of Non-Renewal

Upon expiration of the current term on [DATE]:

1. The Agreement will terminate and will not automatically renew;
2. Neither party will have any further obligations under the Agreement except for surviving provisions;
3. All post-termination obligations set forth in Section [SECTION] of the Agreement shall apply.

Clarification

This notice of non-renewal:

☐ Is not based on any breach or dissatisfaction with [RECIPIENT SHORT NAME]'s performance
☐ Is a business decision to [BRIEFLY EXPLAIN IF DESIRED — e.g., consolidate vendors, bring services in-house, etc.]
☐ Does not preclude the parties from negotiating a new agreement in the future

Wind-Down

[SENDER SHORT NAME] proposes the following wind-down plan:

Contact Information

Please direct questions regarding this non-renewal to:

Name: [NAME]
Title: [TITLE]
Email: [EMAIL]
Phone: [PHONE]

We appreciate the business relationship with [RECIPIENT SHORT NAME] and wish you continued success.

Sincerely,

_________________________________
[SENDER NAME]
[SENDER TITLE]
[SENDER COMPANY NAME]

NOTICE 6: CURE NOTICE (PRECURSOR TO TERMINATION)

When to Use

Use this notice before terminating for cause when the agreement requires a cure period. This puts the breaching party on notice and starts the cure clock.

[SENDER LETTERHEAD]

[DATE]

VIA CERTIFIED MAIL, RETURN RECEIPT REQUESTED
AND VIA EMAIL TO: [EMAIL ADDRESS]

[RECIPIENT NAME]
[RECIPIENT TITLE]
[COMPANY NAME]
[ADDRESS]
[CITY, STATE ZIP]

Re: NOTICE OF BREACH AND OPPORTUNITY TO CURE
Agreement: [AGREEMENT NAME] dated [DATE] (the "Agreement")
Agreement Reference No.: [NUMBER]
CURE DEADLINE: [DATE]

Dear [RECIPIENT NAME]:

This letter constitutes formal notice pursuant to Section [SECTION NUMBER] of the above-referenced Agreement that [RECIPIENT COMPANY NAME] ("[RECIPIENT SHORT NAME]") is in material breach of the Agreement. [SENDER COMPANY NAME] ("[SENDER SHORT NAME]") hereby provides [RECIPIENT SHORT NAME] with an opportunity to cure the breach as set forth below.

Description of Breach

[RECIPIENT SHORT NAME] has breached the Agreement as follows:

Breach 1:

Breach 2: [IF APPLICABLE]

Cure Requirements

To cure the above breach(es), [RECIPIENT SHORT NAME] must:

☐ [SPECIFIC ACTION REQUIRED TO CURE BREACH 1]
☐ [SPECIFIC ACTION REQUIRED TO CURE BREACH 2]
☐ Provide written confirmation of cure with supporting documentation
☐ [OTHER REQUIREMENTS]

Cure Period

Pursuant to Section [SECTION NUMBER] of the Agreement, [RECIPIENT SHORT NAME] has [NUMBER] days from receipt of this notice to cure the breach(es) described above.

CURE DEADLINE: [DATE]

[SELECT ONE IF APPLICABLE]

☐ The cure period is measured from the date [RECIPIENT SHORT NAME] receives this notice.

☐ The cure period begins on [DATE] and ends on [DATE].

Consequences of Failure to Cure

If [RECIPIENT SHORT NAME] fails to cure the breach(es) within the cure period:

1. [SENDER SHORT NAME] shall be entitled to terminate the Agreement immediately upon written notice, without further opportunity to cure;

2. [SENDER SHORT NAME] shall be entitled to exercise all remedies available under the Agreement and Washington law, including:
   - Recovery of direct and consequential damages pursuant to RCW 62A.2-711 and RCW 62A.2-715
   - Specific performance
   - Attorneys' fees and costs (as provided in Section [SECTION])
   - Any indemnification rights under Section [SECTION]
   - Remedies under RCW 19.86 (Consumer Protection Act), if applicable

3. [RECIPIENT SHORT NAME] shall forfeit any amounts paid in advance for Services not yet performed [IF APPLICABLE];

4. [OTHER CONSEQUENCES].

No Waiver

The sending of this cure notice does not constitute a waiver of any rights or remedies under the Agreement or at law. [SENDER SHORT NAME] reserves all rights, including the right to recover damages that have already accrued.

Prior Breaches [IF APPLICABLE]

[SENDER SHORT NAME] notes that [RECIPIENT SHORT NAME] has previously breached the Agreement as follows:

• [DATE]: [DESCRIBE PRIOR BREACH AND HOW IT WAS RESOLVED]
• [DATE]: [DESCRIBE PRIOR BREACH AND HOW IT WAS RESOLVED]

Repeated breaches may affect [RECIPIENT SHORT NAME]'s right to cure future breaches pursuant to Section [SECTION] of the Agreement.

Response Required

Please acknowledge receipt of this notice and advise [SENDER SHORT NAME] of [RECIPIENT SHORT NAME]'s plan to cure the breach(es) by [DATE].

Direct all communications to:

Name: [NAME]
Title: [TITLE]
Email: [EMAIL]
Phone: [PHONE]

Sincerely,

_________________________________
[SENDER NAME]
[SENDER TITLE]
[SENDER COMPANY NAME]

Enclosures:
- Documentation supporting breach allegations
- Copy of relevant Agreement sections
- [OTHER ENCLOSURES]

cc:
- [SENDER'S LEGAL COUNSEL]
- [OTHER RECIPIENTS]

NOTICE 7: TERMINATION CONFIRMATION LETTER

When to Use

Use this letter to confirm a termination that has occurred (whether by expiration, mutual agreement, or one party's notice) and to memorialize the parties' understanding of post-termination obligations.

[SENDER LETTERHEAD]

[DATE]

VIA [EMAIL / CERTIFIED MAIL]

[RECIPIENT NAME]
[RECIPIENT TITLE]
[COMPANY NAME]
[ADDRESS]
[CITY, STATE ZIP]

Re: Confirmation of Agreement Termination
Agreement: [AGREEMENT NAME] dated [DATE] (the "Agreement")
Agreement Reference No.: [NUMBER]

Dear [RECIPIENT NAME]:

This letter confirms the termination of the above-referenced Agreement and memorializes the parties' understanding regarding post-termination matters.

Termination Details

Summary of Completed Obligations

As of the Termination Effective Date:

Services/Deliverables Completed:
- [LIST COMPLETED ITEMS]

Payments Made:
- [SENDER SHORT NAME] paid: $[AMOUNT]
- [RECIPIENT SHORT NAME] paid: $[AMOUNT]

Outstanding Matters

Amounts Due:

Pending Deliverables: [IF ANY]
- [DESCRIBE]

Return of Property:
- [PARTY] shall return [DESCRIBE ITEMS] by [DATE]
- [PARTY] shall return [DESCRIBE ITEMS] by [DATE]

Confidential Information

Each party confirms its obligation to:

☐ Return all Confidential Information of the other party within [NUMBER] days
☐ Destroy all Confidential Information and provide written certification within [NUMBER] days
☐ Continue to protect Confidential Information in accordance with Section [SECTION] of the Agreement for [NUMBER] years

Intellectual Property

[SELECT APPLICABLE PROVISIONS]

☐ All Work Product created under the Agreement is owned by [PARTY] per Section [SECTION]
☐ [PARTY] shall cease all use of licensed materials on [DATE]
☐ License rights granted under Section [SECTION] survive termination
☐ [OTHER IP MATTERS]

Release of Claims [OPTIONAL]

Upon receipt of all amounts owed and compliance with this confirmation:

☐ Each party releases the other from any claims arising under the Agreement
☐ No mutual release of claims is contemplated at this time
☐ The parties will execute a separate mutual release

Surviving Provisions

The parties confirm that the following provisions survive termination:

• Section [NUMBER]: [TITLE]
• Section [NUMBER]: [TITLE]
• Section [NUMBER]: [TITLE]

Acknowledgment

Please sign and return the enclosed copy of this letter to confirm your agreement with the above.

Sincerely,

_________________________________
[SENDER NAME]
[SENDER TITLE]
[SENDER COMPANY NAME]

ACKNOWLEDGED AND AGREED:

[RECIPIENT COMPANY NAME]

_________________________________
[RECIPIENT NAME]
[RECIPIENT TITLE]
Date: _________________________

NOTICE 8: TERMINATION AND TRANSITION ACKNOWLEDGMENT

When to Use

Use this form when transitioning services to a new provider or bringing services in-house, to ensure smooth handoff and protect both parties.

TERMINATION AND TRANSITION ACKNOWLEDGMENT

Agreement: [AGREEMENT NAME] dated [DATE] (the "Agreement")
Effective Date of Termination: [DATE]

This Termination and Transition Acknowledgment ("Acknowledgment") is entered into by [PARTY A NAME] ("[PARTY A SHORT NAME]") and [PARTY B NAME] ("[PARTY B SHORT NAME]") (collectively, the "Parties").

RECITALS

WHEREAS, the Parties entered into the Agreement on [DATE];

WHEREAS, the Agreement is terminating effective [DATE] due to [REASON — e.g., expiration, termination for convenience, mutual agreement];

WHEREAS, the Parties wish to memorialize the terms of the transition and their respective post-termination obligations;

NOW, THEREFORE, the Parties agree as follows:

1. CONFIRMATION OF TERMINATION

The Parties confirm that the Agreement will terminate effective [DATE] (the "Termination Date").

2. TRANSITION PERIOD

☐ No transition period applies.

☐ The Parties agree to a transition period from [START DATE] to [END DATE] (the "Transition Period"), during which:

(a) [OUTGOING PROVIDER] shall:
- Continue to provide [DESCRIBE LIMITED SERVICES]
- Provide knowledge transfer to [INCOMING PROVIDER/CLIENT]
- Make personnel available for [NUMBER] hours of consultation
- Deliver the following transition materials: [LIST MATERIALS]
- [OTHER OBLIGATIONS]

(b) [CLIENT/INCOMING PROVIDER] shall:
- Pay transition fees of $[AMOUNT] [OR "at no additional cost per Section [SECTION]"]
- Provide access to [SYSTEMS/PERSONNEL] as needed for transition
- Accept transfer of [DATA/MATERIALS]
- [OTHER OBLIGATIONS]

3. FINAL DELIVERABLES

[OUTGOING PROVIDER] shall deliver the following by [DATE]:

4. FINANCIAL SETTLEMENT

Final Payment:

☐ All amounts have been paid in full as of the date of this Acknowledgment.

5. RETURN OF PROPERTY

Each Party shall return the following within [NUMBER] days of the Termination Date:

[PARTY A SHORT NAME] shall return:
☐ [LIST ITEMS]

[PARTY B SHORT NAME] shall return:
☐ [LIST ITEMS]

6. DATA HANDLING

☐ Data Transfer: [OUTGOING PROVIDER] shall transfer all [CLIENT] data to [DESTINATION] by [DATE] in the following format(s): [FORMATS]

☐ Data Deletion: [OUTGOING PROVIDER] shall securely delete all [CLIENT] data within [NUMBER] days of successful transfer and provide written certification of deletion.

☐ Data Retention: [OUTGOING PROVIDER] may retain copies of [CLIENT] data solely for [PURPOSE — e.g., legal compliance, backup restoration] for [PERIOD], subject to ongoing confidentiality obligations.

7. INTELLECTUAL PROPERTY

The Parties confirm:

☐ All Work Product created under the Agreement is owned by [PARTY]

☐ [PARTY] retains a license to [DESCRIBE LICENSED MATERIALS] per Section [SECTION] of the Agreement

☐ [PARTY] shall cease use of [LICENSED MATERIALS] on the Termination Date

☐ The following IP matters require additional resolution: [DESCRIBE]

8. CONFIDENTIALITY

The Parties' confidentiality obligations under Section [SECTION] of the Agreement survive termination for [NUMBER] years. Each Party agrees to continue protecting the other Party's Confidential Information in accordance with the Agreement.

9. NON-DISPARAGEMENT [OPTIONAL]

Each Party agrees not to make any disparaging statements about the other Party or its officers, directors, employees, products, or services.

10. MUTUAL RELEASE [OPTIONAL]

☐ Full Release: Subject to compliance with this Acknowledgment and the surviving provisions of the Agreement, each Party releases the other from any and all claims arising under or related to the Agreement.

☐ Limited Release: Each Party releases the other from claims related to [SPECIFY], but reserves all other claims.

☐ No Release: The Parties do not release any claims at this time.

11. SURVIVING PROVISIONS

The following provisions of the Agreement survive termination and remain in full force and effect:

• Section [NUMBER]: [TITLE]
• Section [NUMBER]: [TITLE]
• Section [NUMBER]: [TITLE]
• Section [NUMBER]: [TITLE]

12. GOVERNING LAW

This Acknowledgment shall be governed by and construed in accordance with the laws of the State of Washington, consistent with the Agreement. Any disputes arising under this Acknowledgment shall be resolved in the Washington Superior Court, [COUNTY] County, unless the Agreement specifies an alternative dispute resolution mechanism.

13. ENTIRE UNDERSTANDING

This Acknowledgment, together with the Agreement and its surviving provisions, constitutes the entire understanding between the Parties regarding termination and transition. Any modifications must be in writing and signed by both Parties.

AGREED AND ACCEPTED:

[PARTY A NAME]

[PARTY B NAME]

PRACTITIONER NOTES

Washington-Specific Considerations

1. Reasonable Notice (RCW 62A.2-309(3)): Washington law requires "reasonable notification" for contract termination. What constitutes reasonable notice depends on the circumstances, including industry custom and the nature of the agreement. Contractual notice periods should be followed strictly.

2. Good Faith (RCW 62A.1-304): All contract terminations must be exercised in good faith. Even if a contract permits termination "at will" or "for any reason," Washington courts may find bad faith termination actionable. Washington courts have recognized the implied covenant of good faith and fair dealing in commercial contracts.

3. Electronic Notice (RCW 1.80.010 et seq.): The Washington Uniform Electronic Transactions Act validates electronic notices if the parties have agreed to conduct business electronically. Washington adopted UETA in 2020, replacing former RCW 19.360. Check the underlying agreement for notice requirements.

4. Consumer Protection (RCW 19.86): Washington's Consumer Protection Act is one of the broadest in the nation, prohibiting unfair or deceptive acts or practices in trade or commerce. Termination practices that are misleading or unconscionable may trigger CPA liability. Under RCW 19.86.090, remedies include actual damages, treble damages for willful violations, injunctive relief, and attorney's fees and costs. Civil penalties of up to $125,000 may be imposed for violations of court-issued injunctions.

5. Venue: Washington has a Superior Court system in each of its 39 counties. Default venue for contract disputes is the county where the defendant resides or where the cause of action arose (RCW 4.12.020). Contractual venue provisions specifying King County (Seattle), Pierce County (Tacoma), Snohomish County (Everett), or Clark County (Vancouver) are common and generally enforceable.

6. Statute of Limitations: The statute of limitations for written contract actions in Washington is six years (RCW 4.16.040). For oral contracts, it is three years (RCW 4.16.080). For sale of goods under the UCC, the limitation period is four years (RCW 62A.2-725). Washington applies the discovery rule in certain circumstances.

7. Attorneys' Fees: Washington follows the "American Rule" — each party pays its own attorneys' fees unless the contract provides otherwise, a statute permits fee-shifting (such as RCW 19.86.090 for consumer protection claims), or the court finds an exception applies. Olympic Steamship Co. v. Centennial Ins. Co. recognized an exception for actions to enforce insurance coverage.

8. Prejudgment Interest: Washington allows prejudgment interest on liquidated claims at the statutory rate of 12% per annum (RCW 19.52.010). For unliquidated claims, prejudgment interest may be awarded at the court's discretion from the date the amount became ascertainable.

Best Practices Checklist

☐ Verify notice requirements in the underlying agreement (timing, method, recipient)
☐ Send notice by the method specified in the agreement (often certified mail)
☐ Retain proof of delivery (certified mail receipt, courier tracking, email read receipt)
☐ Calendar cure period deadlines and follow-up dates
☐ Document all breaches with supporting evidence before sending termination for cause
☐ Review and comply with post-termination obligations
☐ Ensure confidentiality obligations are understood and followed
☐ Address IP ownership and license termination
☐ Plan for data transition and deletion
☐ Consider whether a mutual release is appropriate
☐ Consult Washington-licensed counsel for complex terminations

SOURCES AND REFERENCES

• RCW Title 62A (Uniform Commercial Code): https://app.leg.wa.gov/rcw/default.aspx?Cite=62a
• RCW 19.86 (Consumer Protection Act): https://app.leg.wa.gov/rcw/default.aspx?cite=19.86
• RCW 1.80 (Uniform Electronic Transactions Act): https://app.leg.wa.gov/RCW/default.aspx?cite=1.80
• RCW 4.16 (Statute of Limitations): https://app.leg.wa.gov/rcw/default.aspx?cite=4.16

Template Version 2.0 | Washington Termination Notice Pack | Last Updated: February 2026