DEED OF MUTUAL RELEASE AND TERMINATION OF CONTRACT

THIS DEED IS DATED:

________

(1). THE PARTIES

This Deed is made between:

(1.1). Party A

________, a company incorporated in England and Wales under company registration number ________, whose registered office is at:

________ (Party A).

(1.2). Party B

________, a company incorporated in England and Wales under company registration number ________, whose registered office is at:

________ (Party B).

(2). BACKGROUND

(A) The Parties entered into the Contract (as defined below) under which each Party assumed certain rights and obligations.

(B) The Parties have agreed to terminate the Contract and to release each other from their respective obligations and liabilities on the terms set out in this deed.

(3). AGREED TERMS

(3.1). Definitions and interpretation

In this deed, unless the context otherwise requires, the following definitions and rules of interpretation apply.

(3.1.1). The Parties

Party A and Party B are together referred to as the Parties and each individually as a Party.

(3.1.2). The Contract

The Contract means the contract between the Parties dated ________ and titled ________, a full copy of which is attached to this deed at Schedule 1.

(3.1.3). Liability

Any reference to liability includes the liability of each Party arising out of or in connection with the Contract, including but not limited to liability in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, and whether arising before, on or after the Termination Date.

(3.1.4). Claims

Claims means any and all claims, counterclaims, indemnities, actions, proceedings, demands, costs, expenses, interests or rights of each Party which arise out of or in connection with the Contract.

(3.1.5). Interpretation

(a) Words in the singular include the plural and vice versa, and a reference to one gender includes a reference to the other genders.

(b) Clause headings are for convenience only and shall not affect interpretation.

(c) A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time, and includes all subordinate legislation made under it.

(d) A reference to writing or written includes email.

(3.2). Termination of the Contract

Each of the Parties agrees and acknowledges that:

(3.2.1). the Contract shall terminate with effect from ________ (the Termination Date); and

(3.2.2). with effect from the Termination Date, the Contract shall cease to be in force and shall be of no further effect; and

(3.2.3). with effect from the Termination Date, each Party irrevocably and unconditionally releases and discharges the other Party from all obligations, duties, rights and interests under the Contract; and

(3.2.4). with effect from the Termination Date, each Party irrevocably and unconditionally releases and discharges the other Party from all liability under the Contract, whether arising before, on or after the Termination Date; and

(3.2.5). with effect from the Termination Date, each Party irrevocably and unconditionally waives all Claims against the other Party in relation to the Contract.

(3.3). Accrued rights and excepted matters

(3.3.1). The release and waiver in Clause 3.2 shall not apply to, and nothing in this deed shall release any Party from, any liability arising from any sums due and payable but unpaid as at the Termination Date as set out at ________.

(3.3.2). Nothing in this deed shall limit or exclude any liability for fraud or fraudulent misrepresentation, or any liability which cannot lawfully be limited or excluded.

(3.3.3). Any provision of the Contract which is expressly or by implication intended to survive termination shall continue in full force and effect only to the extent set out at ________.

(3.4). No admission of liability

This deed is entered into in full and final settlement of all matters between the Parties arising out of or in connection with the Contract and is not, and shall not be construed as, an admission of liability by any Party.

(3.5). Further assurance

Each Party shall, at its own expense, promptly execute and deliver such documents and perform such acts as the other Party may reasonably require to give full effect to this deed.

(3.6). Third party rights

A person who is not a party to this deed shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this deed.

(3.7). Variation

No variation of this deed shall be effective unless it is in writing and signed by or on behalf of each of the Parties.

(3.8). Counterparts

This deed may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original, and all the counterparts together shall constitute one and the same instrument.

(3.9). Severance

If any provision or part-provision of this deed is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted, and any such deletion shall not affect the validity and enforceability of the rest of this deed.

(3.10). Entire agreement

Lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et dolore magna aliqua ut enim ad minim veniam quis nostrud exercitation ullamco laboris nisi ut aliquip ex ea commodo consequat duis aute irure dolor in reprehenderit voluptate velit esse cillum dolore eu fugiat nulla pariatur lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et dolore magna aliqua ut enim ad minim.

(3.11). Governing law and jurisdiction

Lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et dolore magna aliqua ut enim ad minim veniam quis nostrud exercitation ullamco laboris nisi ut aliquip ex ea commodo consequat duis aute irure dolor in reprehenderit voluptate velit esse cillum dolore eu fugiat nulla pariatur lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et dolore magna aliqua ut enim ad minim veniam quis nostrud exercitation ullamco laboris.

This deed has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.

(4). EXECUTION

EXECUTED AS A DEED by the Parties and delivered on ________.

(4.1). Party A

EXECUTED AS A DEED BY ________ ACTING BY ________ (DIRECTOR) AND ________ (DIRECTOR OR SECRETARY)

SIGNATURE:

_____________________________

________ (DIRECTOR)

SIGNATURE:

_____________________________

________ (DIRECTOR OR SECRETARY)

Note: Alternatively, a single director may execute in the presence of a witness who attests the signature.

In the presence of:

WITNESS SIGNATURE: _____________________________

WITNESS NAME: ________

WITNESS ADDRESS: ________

WITNESS OCCUPATION: ________

(4.2). Party B

EXECUTED AS A DEED BY ________ ACTING BY ________ (DIRECTOR) AND ________ (DIRECTOR OR SECRETARY)

SIGNATURE:

_____________________________

________ (DIRECTOR)

SIGNATURE:

_____________________________

________ (DIRECTOR OR SECRETARY)

Note: Alternatively, a single director may execute in the presence of a witness who attests the signature.

In the presence of:

WITNESS SIGNATURE: _____________________________

WITNESS NAME: ________

WITNESS ADDRESS: ________

WITNESS OCCUPATION: ________

SCHEDULE 1

THE CONTRACT

A copy of the Contract dated ________ is to be attached in the space below.