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THIS AGREEMENT is made this Current Day day of Current Month, Current Year by and between Company Name ("Consultants") and Company Name ("Customer").

In consideration of the mutual covenants set forth in this Agreement, Customer and Consultants hereby agree to cancel any and all work, projects or labor as follows:

Cancellation of Services

Consultants shall cease any and all computer consulting services described below (the "Services" or "Work Product"), as well as any additional services that Customer has requested.

Services include, but are not limited to:

Enter Service or Work Product Description here.

Termination Obligations

Upon termination of this Agreement, Consultants shall transfer and make available to Customer all property and materials in Consultant's possession or subject to Consultant's control that are the rightful property of Customer. The Consultant shall make every reasonable effort to secure all written or descriptive matter which pertains to the Services or Work Product and agrees to provide reasonable cooperation to arrange for the transfer of all property, contracts, agreements, supplies and other third party interests, including those not then utilized, and all rights and claims thereto and therein. In the event of loss or destruction of any such material or descriptive matter, Consultants shall immediately notify Customer of the details of the loss or destruction in writing and provide the necessary information for a loss statement or other documentation to Customer.

Ownership Rights

The Consultant shall have ownership to all Consultant's Materials.

"Consultant's Material consists of all copyrightable:

Materials that do not constitute Services or Work Product (as defined in Sect 1, Services and Exhibit B, Specifications). Materials that are solely owned by Consultants or licensed to Consultants. Materials that are incorporated into the Work Product or a part of the Services.

Additional material shall include, but are not limited to:

Insert details about additional material here. Consultant shall hold all right, title, and interest in and to Consultant's Material. Customer shall not do anything that may infringe upon or in any way undermine Consultants' right, title, and interest in the Consultant's Material, as described in this paragraph 4. Notwithstanding the above, Consultant hereby grants Customer an unrestricted, nonexclusive, perpetual, fully paid-up worldwide license for the use or for the sublicense of the use of Consultant's Material for the purpose of.

Insert purpose materials will be used for here. Outstanding Final Compensation and Hold Harmless Agreements. For all of Consultants' services rendered to Customer under any Previous Agreement, Customer shall compensate Consultants, in cash, pursuant to the terms of Exhibit A attached hereto. By accepting the terms of this offer and signing in the space provided below, you hereby release and forever discharge and hold Customer, its successors, employers, employees, agents, officers, directors, shareholders, affiliates and insurers harmless of all claims, suits or liability, directly or indirectly related to your employment, retainment of services or the termination of such services and specifically and without limitation any claims to pay in lieu of notice, wrongful dismissal, severance, vacation, bonus or overtime pay.

This release includes, but is not limited to, all contract and tort claims between Customer and Consultants concerning Customer's right to terminate its employees, contractors, and vendor agreements and claims or rights under local, state and federal laws prohibiting employment discrimination. By signing below you agree that these terms represent a full and final settlement of any and all claims you have arising out of your employment or contract employment by Customer.

Mutual Confidentiality

Customer and Consultants acknowledge and agree that the Specifications and all other documents and information related to the performance, production, creation or any expression of the services or work product are the property of Customer. Materials provided between Consultants and Customer (the "Confidential Information") including, but not limited to, documentation, product specifications, drawings, pictures, photographs, charts, correspondence, supplier lists, financial reports, analyses and other furnished property shall be the exclusive property of the respected owner (the "Owning Party") and will constitute valuable trade secrets. Both parties shall continue to keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without prior written consent from the owning party, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information. Excluded from the "Confidential Information" definition is anything that can be seen by the public or had been previously made available by the owning party in a public venue.

Equipment and Expenses

If Customer has made available to Consultants, for Consultants' use in performing the services for Customer, such items of hardware and software as Customer and Consultants may agree are reasonably necessary for such purpose, Consultants are obligated to return all Customer property currently in their possession at a time and place of Customer's choice. The following equipment and/or services have been made available to Consultants and are hereby required to be return to Customer. Insert Equipment or Services description here.

Expenses

Consultants will not be reimbursed for any expenses incurred in connection with the Services or Work Product, whether direct or indirect, without the express written approval of Customer.

General Provisions

1 Entire Agreement

This Agreement contains the entire Agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both of the parties hereto.

2 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of State. Exclusive jurisdiction and venue shall be in the County County, State Superior Court.

3 Binding Effect

This Agreement shall be binding upon and inure to the benefit of Customer and Consultants and their respective successors and assigns, provided that Consultants may not assign any of his obligations under this Agreement without Customer's prior written consent.

4 Waiver

The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party's right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.

5 Good Faith

Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.

6 No Right to Assign

Consultants have no right to assign, sell, modify or otherwise alter this Agreement, except upon the express written advance approval of Customer, which consent can be withheld for any reason. Customer may freely assign its rights and obligations under this Agreement.

7 Attorney's Fees

In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual attorney's fees and costs, including expert witness fees.

Each party represents and warrants that, on the date first written above, they are authorized to enter into this Agreement in entirety and duly bind their respective principals by their signature below: