Name:
Title:
Date:
Galaxy Holdings
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Name: Michael Yuan
Title: General Manager
Date:
This Mutual Termination Agreement (this “Termination Agreement”) is made and entered into as of by and between Galaxy Holdings, a TX LLC located at (the “Company”), and , a located at (the “Counterparty”). The Company and the Counterparty are referred to individually as a “Party” and collectively as the “Parties.”
The Parties are parties to that certain agreement dated (the “Original Agreement”), described as follows: . The Parties now mutually desire to terminate the Original Agreement on the terms set forth in this Termination Agreement, and each Party enters into this Termination Agreement freely and voluntarily.
Notwithstanding anything to the contrary in the Original Agreement, the Parties agree that the Original Agreement is terminated in its entirety effective as of (the “Termination Date”). As of the Termination Date, except as expressly provided in this Termination Agreement, the Original Agreement shall be of no further force or effect, and neither Party shall have any further rights or obligations under it.
On and after the Termination Date, the Parties shall cooperate in good faith to wind down their relationship in an orderly manner, including (a) completing or transitioning any work in progress; (b) returning or, at the disclosing Party’s direction, destroying each other’s confidential information and property; (c) discontinuing use of each other’s names, marks, and intellectual property except as required to complete the wind-down; and (d) taking such further actions as are reasonably necessary to effect the termination.
In full and final settlement of all amounts owing under the Original Agreement, the Company shall pay the Counterparty (or the Counterparty shall pay the Company, as applicable) the amount of on or before . Upon such payment, all financial obligations between the Parties under the Original Agreement shall be deemed fully satisfied, and neither Party shall owe the other any further amount in connection with the Original Agreement.
Effective upon the Termination Date and the making of the final payment described in Section 4, each Party, on behalf of itself and its officers, directors, members, employees, agents, affiliates, successors, and assigns, irrevocably releases and forever discharges the other Party and its officers, directors, members, employees, agents, affiliates, successors, and assigns from any and all claims, demands, liabilities, damages, costs, and causes of action of every kind, whether known or unknown, that arise out of or relate to the Original Agreement, from the beginning of time through the Termination Date. This release does not extend to any obligation created by, or any breach of, this Termination Agreement.
The following provisions of the Original Agreement shall survive its termination and remain in full force and effect in accordance with their terms: any provisions relating to confidentiality, non-disclosure, intellectual property ownership, indemnification, limitation of liability, dispute resolution, and governing law, together with any other provisions that by their nature are intended to survive termination, and the following additional provisions: .
Each Party represents and warrants that (a) it has full authority to enter into this Termination Agreement; (b) it has not assigned or transferred any released claim; and (c) it has read this Termination Agreement, understands its terms, and signs it voluntarily.
This Termination Agreement is governed by and construed under the laws of the State of TX, without regard to its conflict-of-laws rules. This Termination Agreement constitutes the entire agreement between the Parties regarding the termination of the Original Agreement and supersedes all prior negotiations and understandings on that subject. It may be amended only in a writing signed by both Parties, may be executed in counterparts, and may be signed by electronic signature. If any provision is held unenforceable, the remaining provisions remain in full force and effect.
Name:
Title:
Date:
Name: Michael Yuan
Title: General Manager
Date: