Termination Of Services Agreement: Definition & Sample

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A termination of services agreement is a legal document that outlines the terms and conditions under which one party ends their relationship with a service provider. It typically includes an end date, how much money will be owed by either party and who is responsible for any outstanding financial obligations.

Termination of service agreements are used in many different contexts, including to make clear when a contractor's employment has ended at a company or to establish expectations for how long a contractor will provide services before ending the contract. When entering into such an agreement, it's important to understand what you're agreeing to as well as what your rights are as either party if something goes wrong down the line.

Common Sections in Termination Of Services Agreements

Below is a list of common sections included in Termination Of Services Agreements. These sections are linked to the below sample agreement for you to explore.

Termination Of Services Agreement Sample

TERMINATION OF ADMINISTRATIVE SERVICES AGREEMENT

This Termination of Administrative Services Agreement, dated as of August 16, 2010 (this “ Agreement ”), by and among Buyer, ICx Technologies, Inc., a Delaware corporation (the “ Company ”), and Wexford Capital LP, a Delaware limited partnership that is a successor by merger to Wexford Capital LLC, Connecticut limited liability company (“ Wexford ”)

WHEREAS, as of the date hereof, the Company and Wexford are parties to an Administrative Services Agreement, dated as of October 1, 2005, as amended as of October 1, 2006 (as amended, the “ Services Agreement ”);

WHEREAS, as a condition to their willingness to enter into the Agreement and Plan of Merger (the “ Merger Agreement ”) dated as of the date hereof by and among FLIR Systems, Inc., an Oregon corporation (“ Parent ”), Indicator Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“ Merger Sub ”), and the Company, Parent and Merger Sub have requested that Wexford, and in order to induce Parent and Merger Sub to enter into the Merger Agreement, Wexford has agreed to, enter into this Agreement;

WHEREAS, capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration given to each party hereto, the receipt of which is hereby acknowledged, the parties agree as follows:

1. Agreement to Terminate . Notwithstanding any other provision of the Services Agreement to the contrary, the parties hereby agree that upon the Effective Time (a) other than as set forth below, the Services Agreement shall automatically terminate in all respects (without any further action on the part of any party hereto) and shall be of no further force or effect except as set forth in this Agreement and (b) any requirement for notice with respect to the termination of the Services Agreement is hereby waived.
2. Reimbursement of Reimbursable Expenses .
(a) Prior to the Effective Time, Wexford may submit to the Company bills for reimbursement and related documentation concerning any not yet reimbursed reimbursable expenses under Section 4 of the Services Agreement, and all such bills shall be paid by the Company to Wexford consistent with the customary practice between Wexford and the Company, but in any event not later than the date on which the Effective Time occurs.
(b) In the event that there are any reimbursable expenses under Section 4 of the Services Agreement that were not covered by bills submitted by Wexford pursuant to Section 2(a) of this Agreement, Wexford may submit to the Company bills for reimbursement and related documentation once the amounts of such reimbursable expenses are known, and each such bill shall be paid by the Company to Wexford within five Business Days following receipt by the Company of such bill.

3. Indemnification . The provisions of Section 6 (Exculpation; Indemnification), Section 9 (No Raid) and Section 10 (Miscellaneous) of the Services Agreement shall survive termination of the Services Agreement.

4. Termination . In the event that the Merger Agreement shall be terminated without the Effective Time having occurred, this Agreement shall terminate at the same time as such termination.

(a) Further Assurances . The parties will, from time to time, execute and deliver, or cause to be executed and delivered, such additional documents or take, or cause to be taken, such additional acts as may be necessary to give full effect to the terms and intent of this Agreement.
(b) Governing Law . This Agreement shall be governed by, and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.
(c) Entire Agreement . This Agreement, together with the Services Agreement, constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.
(d) Counterparts . This Agreement may be executed in multiple counterparts, all of which shall together be considered one and the same agreement.
(e) Amendments . The parties hereto may only modify or amend this Agreement by a written agreement executed and delivered by duly authorized signatories of the respective parties which expressly states that it is intended to modify or amend this Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the day and year first above written.

ICX TECHNOLOGIES, INC. By: /s/ Colin Cumming

Name: Colin Cumming

WEXFORD CAPITAL LP By: /s/ Joseph M. Jacobs

Name: Joseph M. Jacobs

Reference:
Security Exchange Commission - Edgar Database, EX-99.(D).(4) 16 dex99d4.htm TERMINATION OF SERVICES AGREEMENT, Viewed October 12, 2021, View Source on SEC.

Who Helps With Termination Of Services Agreements?

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Meet some of our Termination Of Services Agreement Lawyers

Mathew K.

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Mathew K.

Founding Attorney Free Consultation 9 Yrs Experience Licensed in IL DePaul University College of Law

Kerbis' practice includes business and real estate transactions, estate planning, and limited scope litigation consulting. Mathew has negotiated deals involving multinational corporate franchises and has collectively helped hundreds of clients with their transactional, civil litigation, and appellate legal needs. Throughout his tenure as an American Bar Association leader, Mathew has advocated for legal education reform, interviewed ABA Presidents and State Appellate and Supreme Court Justices, and lobbied Congress on behalf of the legal profession. As a law student, Mathew served as an extern for the Honorable Justice Robert E. Gordon of the Illinois Appellate Court, First District.

Kristen R.

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Kristen R.

Freelance Attorney Free Consultation 16 Yrs Experience Licensed in WY University of Wyoming

Transactional and Employment Attorney and Small Business Owner. I do inside counsel work from the outside. I demystify the law for my clients.

Tina R.

contracts lawyer and websites Free Consultation Member Since:
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Tina R.

contracts lawyer and websites Free Consultation Arlington, VA 17 Yrs Experience Licensed in DC, IL, VA Loyola University Chicago

15 years for legal experience; expertise in contracts, healthcare, ERISA, physicians, financial services, commercial contracts, employment agreements, etc. I am adept at all contracts and can provide you with efficient and quality services. I have worked at a law firm, financial services company, consulting ,and non-profit.

Meghan T.

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Meghan T.

Free Consultation 5 Yrs Experience Licensed in GA Emory University

Meghan Thomas is an accomplished transactional attorney. She specializes in IP, real estate and tech related transactional matters, and business contracts. Meghan's innovative leadership style has attributed to the firm's rapid development and presence in the metro-Atlanta market. She obtained her Doctor of Law from Emory University where she worked with the State Attorney General and litigated property disputes for disadvantaged clients. ​ Prior to practicing, Meghan negotiated complex transactions for Fortune 500 tech and healthcare companies. She lives with her family in Southwest Atlanta, enjoys cooking, travel, dance and continues to develop her research in the areas of transactional law and legal sustainability.

Amos M.

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Amos M.

Free Consultation Nashville, TN 16 Yrs Experience Licensed in GA, TN Mississippi College School of Law

Since 2008, I have worked to assist clients in solving problems and addressing challenges that inevitably arise as a business grows - both anticipated and unexpected. My experience in Georgia and Tennessee in both drafting contracts and enforcing them via litigation and/or arbitration has provided clients with unique insights that help them anticipate problems and inform their decisions from start to finish.

Leah C.

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Leah C.

Free Consultation 9 Yrs Experience Licensed in AL Birmingham School of Law

I am an attorney licensed in Alabama and have been in solo practice for 7 years. I have experience in Contracts drafting and review, Litigation and Immigration practice areas. I am available for new projects.

Cecilia O.

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Cecilia O.

Contracts Attorney Free Consultation San Antonio 17 Yrs Experience Licensed in CT, MD Ghana School of Law

With 15 years of extensive transactional/contracts experience reviewing and negotiating commercial contracts including a wide variety of purchase orders and contracts and non-disclosure agreements (NDA), I believe I can immediately contribute to the continued success of your team. I have been commended for a range of valuable skills—excellent contract management and contract administration, legal research, risk analysis, drafting and negotiations, and strategic thinking. I have worked as a legal consultant for 10+ years and I have reviewed over 7,500 contracts through this position. Contracts I have reviewed include but not limited to purchase orders, commercial and construction contracts, equipment rental agreements, non-disclosure, confidentiality, vendor agreements, service agreements, site access agreements, international agreements, request for proposals (RFP), bids and government contracts. These experiences have enabled me to master the ability to work independently and expeditiously to identify and assess issues and provide legally sound recommendations, consistent with good business practices. I have led teams (sales, insurance and management) to successfully negotiate contract terms with customers. Effective Communicator and Negotiator. I am a people person, and for the past 13 years, I have acquired excellent oral and written communication skills that enable me to interact and negotiate effectively with stakeholders at all levels. I am a self-starter with a strong work ethic. I have a high degree of resourcefulness, diligence, and dependability. Most important, I adapt to changing priorities quickly, thriving in an environment with high volume and short turnaround deadlines. My experience over the years allows me to transfer my skills to all types of contracts to meet the client’s needs. I am hopeful to provide similar legal expertise, effective contract administration and leadership to your organization. It would be a pleasure to meet within the next few weeks and discuss how my qualifications, experience, and capabilities will best fit the needs of your outfit.

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I got 5 bids within 24h of posting my project. I choose the person who provided the most detailed and relevant intro letter, highlighting their experience relevant to my project. I am very satisfied with the outcome and quality of the two agreements that were produced, they actually far exceed my expectations.