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How to write your Service Termination and Settlement (No Migration)
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Use cases for this template
A startup ends a web build and keeps its momentum
The Challenge
When Lena Ortiz at North Pier Retail paused a fast-moving e-commerce build by vendor SilverQuill Digital, the project had partial code, unpaid invoices, and investors demanding clarity on company property, IP, and remaining obligations.
The Solution
They used a mutual termination-and-quitclaim agreement to grant North Pier a worldwide license to the code and assets as is, set a final settlement figure with a waiver of certain fees, include non-disparagement and broad releases, and limit post-termination cooperation to a 30-day inquiry window with no migration duties.
The Implementation
To support the contract, Lena's team used Proposal Kit to assemble an asset-and-credentials schedule and a cost reconciliation report; they used line-item quoting to break down services rendered, discounts, and costs incurred, and the AI Writer generated a stakeholder FAQ, transition risk memo, and a brief to justify the settlement at the next board meeting.
The Outcome
North Pier promptly closed the books, secured rights to continue development with a new agency, avoided litigation, and reassured investors with clean documentation and predictable financial outcomes.
A manufacturer resets its analytics roadmap without disruption
The Challenge
At Trident Forge, CIO Devon Clarke faced stalled dashboards from Helios Metrics and a dispute over third-party components that threatened delays and a possible complaint from operations if access was cut.
The Solution
The parties signed a settlement that released claims, confirmed a quitclaim-style license to use and modify deliverables, provided files as is, and set cooperation limited to answering questions during a short notice period, keeping reputations intact with a non-disparagement clause.
The Implementation
Devon used Proposal Kit to create a successor-vendor RFP and a comparative proposal, with AI Writer drafting a transition plan and a lessons-learned report; line-item quoting detailed the determined settlement, the budget for a new integrator, and a contingency reserve aligned with finance's approval process.
The Outcome
Trident Forge maintained reporting continuity, brought in a new partner for future work in accordance with internal controls, and closed the prior engagement on fair terms without penalties or service gaps.
A healthcare nonprofit wraps a hosting relationship under tight compliance
The Challenge
Clearwater Clinics, led by COO Maya Chen, decided to exit managed hosting with Aurora Stack after growth outpaced the original scope, raising concerns about confidentiality practices and chain-of-custody for data.
The Solution
They executed a termination-and-settlement agreement that transferred broad rights to configurations and scripts, reaffirmed that files remain provided as is, set a final payment and waiver, and limited vendor obligations to reasonable Q&A while preserving prior confidentiality commitments.
The Implementation
Using Proposal Kit, Maya assembled a detailed inventory of accounts and company property, an audit-ready data handling plan, and a board briefing; the AI Writer produced a compliance summary and communications plan for clinics, while line-item quoting mapped settlement amounts, reimbursement for approved expenses, and the budget to onboard a new host.
The Outcome
Clearwater completed the transition promptly, passed an external review, avoided disputes, and sustained uptime while positioning the organization for future growth with clear documentation.
Abstract
This agreement is a business contract used to end a service relationship between a Customer and a Company while resolving financial matters and intellectual property issues. On the effective date, the parties involved intend to terminate services, settle outstanding obligations, and clarify the scope of rights to work already delivered. Unlike an employment relationship or severance agreement, no salary, severance pay, or job benefits are at issue; this is a contractor service agreement focused on services rendered and financial obligations.
The settlement provisions grant the Customer a worldwide, unrestricted license to use, modify, disassemble, or sell the website, code, and other deliverables, subject to any third-party proprietary information or licenses. Files are provided as is. The parties determine a final payment and any waiver of amounts owed so that all costs, balances, and reimbursement for costs incurred are resolved. That consideration closes pending disputes with the other party and avoids further action over compensation or licenses.
The release agreement is broad. Each party releases the other from claims up to the date of signing, including breach of contract and claims under government laws and regulations. The release generally covers complaints that might be brought in court, arbitration, or administrative investigations.
While employment-specific issues like discrimination, sexual harassment, personal injury, or emotional distress are not the focus here, the waiver language is designed to be comprehensive to the extent enforceable. Parties should be aware of the consequences and may seek legal counsel from a law firm to review legal issues before signing.
A non-disparagement clause prohibits either party from making statements that harm the other's reputation. For a short notice period of 30 days, the Company will respond to reasonable inquiries about prior work without additional compensation, though documented expenses may be reimbursed with pre-approval. The cooperation clause does not extend to migration work, which is explicitly prohibited from the Company's obligations. General provisions include an integration clause requiring changes in writing, governing law and venue in a specified court, waiver and good faith clauses, and an attorney's fees clause to enforce the agreement.
Examples: ending a website development project; closing out a marketing campaign; transferring rights to custom software after a contract is terminated. In each instance, this separation agreement clarifies the definition and scope, maintains compliance, and helps protect both sides' positions and resources.
Proposal Kit helps teams assemble documents like this with an extensive template library, automated line-item quoting, and an AI Writer to generate supporting materials, enabling faster negotiation and easy-to-use document assembly for future agreements.
Beyond the core releases and cooperation terms, this type of service wind-down emphasizes clarity about company property and information control. The broad license lets the Customer keep and maintain use of deliverables while files remain provided as is, and any third-party rights still apply. If earlier agreements included confidentiality duties, those obligations typically remain in effect, so the parties understand they should handle proprietary information in accordance with prior terms. Expense reimbursement tied to post-termination assistance occurs at the Customer's discretion and must be pre-approved; the Company should promptly document and justify any costs.
For business readers, the practical value is risk reduction. A mutual release and non-disparagement clause can deter litigation by resolving disputes before a complaint becomes a lawsuit. Amounts owed or waived are determined in the Settlement section, giving both sides a firm position on compensation without penalty provisions; enforcement relies on attorney's fees and venue clauses.
The arrangement is voluntary, and both sides are beneficiaries of finality and predictability. In some instances, parties add parallel policies to align with workplace expectations or confidentiality practices, even though this is not an employment form. Language like employer, employee, agrees, or applicant appears in HR documents, but here the relationship is a contractor-customer one; still, the same disciplined understanding of obligations helps avoid future issues. As an example, a startup ending a dev sprint can use this structure to close access, account for costs, and keep rights to the code base without obligating the vendor to migrate systems.
Proposal Kit supports creating business contracts like this by supplying a large template library and an AI Writer that can tailor clauses, definitions, and use-case explanations for specific circumstances, all while keeping documents consistent and easy to assemble. Teams can include automated line-item quoting to align settlement figures and produce supporting materials that help parties understand terms and move forward efficiently.
One additional point is the quitclaim nature of the license: the Company grants a worldwide, unrestricted right to use, modify, or sell deliverables, while files are provided as is and subject to third-party rights. That allocation of risk means no warranties or migration duties are promised, so the Customer should maintain its own backups and access credentials. Because indemnities are not included, the parties involved should remain aware of third-party components and proprietary information to avoid later disputes.
Placeholders signal business terms to be determined at negotiation: the amount owed or waived, cooperation limitations, governing venue, and expense approvals. Defining them in writing, in accordance with the Agreement, helps justify payments, prevent complaints, and minimize litigation. The binding effect and assignment clause protect continuity by requiring consent before obligations are transferred. The good-faith clause supports practical cooperation, while the attorney's fees provisions can influence how parties seek to enforce rights.
Operationally, add schedules that list company property, source repositories, domain and hosting control, credentials, and third-party licenses. Clarify notice recipients, expected response times within the 30-day cooperation period, and confidentiality practices that typically continue post-termination. In instances where multiple vendors touched the same system, set a clean handoff plan to protect resources and compliance.
Proposal Kit can streamline these business contracts by assembling consistent language, cross-referencing provisions, and aligning consideration figures with automated line-item quoting. Its AI Writer can generate tailored schedules, examples, and supporting explanations so parties understand circumstances, remain aligned on definitions and obligations, and move forward efficiently.
How do you write a Service Termination and Settlement (No Migration) document? - The Narrative
SERVICE TERMINATION AND QUITCLAIM AGREEMENT
This Service Termination and Settlement Agreement (hereafter referred to as the "Agreement") is made this Current Date by and between Company Name (hereafter referred to as "Customer") and Company Name (hereafter referred to as "Company"). The undersigned to this agreement shall be referred to jointly as the "Parties. WHEREAS, Customer and Company have had an ongoing relationship where Company provided services to Customer; and. WHEREAS, Company holds intellectual property it rightly owns and has outstanding balances with Customer, and.
WHEREAS, the Parties wish to compromise and settle fully and finally all claims, controversies or causes of action that they may have arising out of their relationship or any work performed by Company or arising from the cessation of Company providing services (hereafter referred to as the "Settlement").
NOW, THEREFORE, in reliance on the representations contained herein and in consideration of the mutual promises, covenants and obligations contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Settlement
Company grants a worldwide, unrestricted license to use, modify, disassemble or sell the web site, development, project, services, etc. it developed for Customer, including any of Company's custom programming, source code or other files Company has an interest in that currently reside on web site, server, location, etc., excepting those files that may be subject to another party's license or intellectual property rights. Company shall waive the Insert outstanding $ balance outstanding balance owed to Company and provide copies of or access to files currently in Company's possession. There will be no payment required for these files. Files shall be provided "as is.
Customer shall pay Company Insert what is $ owed , payable by (ACH/Check/Credit Card), which represents the outstanding balance for services or licenses and represents a final settlement of all balances owned between Company Name and Company Name.
Release
Each party hereto agrees that this agreement is a result of compromise, and shall not be construed as an admission by it of: liability to any person or entity, or breach of any agreement, or violation of any law or regulation. Company hereby releases Customer from any and all claims, demands, tort, damages or liability of any nature whatsoever prior to the date of this Agreement, known or unknown, which it may have. Consistent with the terms of this paragraph, Company further agrees to refrain from bringing, prosecuting or arbitrating any claim or lawsuit, demand or cause of action, either at law or in equity, against Customer as the result of any act, error or omission by Customer occurring up to and including the date of execution of this Agreement. Customer, acting for itself and on behalf of its agents, owners, shareholders, attorneys, attorneys-in-fact, assigns, successors and heirs hereby unconditionally and irrevocably releases, acquits, forever discharges and covenants not to sue or be party to a lawsuit against Company, its owners, predecessors, successors, subsidiaries, affiliates, assigns, agents, and any of their present or former directors, officers, employees or shareholders, from any and all claims, demands, torts, damages or liability of any nature whatsoever prior to the date of this Agreement, known or unknown, which Customer has or may have, including, but not limited to, claims arising for breach of contract, claims for equity awards, claims for damages or any other federal, state, local or foreign laws, statutes, ordinances or regulations, as well as rights under any common law causes of action.
Consistent with the terms of this paragraph, Customer further agrees to refrain from bringing, prosecuting or arbitrating any claim or lawsuit, demand or cause of action, either at law or in equity, against Company as the result of any act, error or omission by Company occurring from the beginning of time up to and including the date of execution of this Agreement.
Non-disparagement and Cooperation
Company agrees that it will not make any disparaging remarks, statements or criticism, including written or oral concerning, or taking actions which are adverse to the interests of Customer, its owners, predecessors, successors, parents, assigns or their current and former representatives, agents, officers, employees, directors, board members and employees; nor will Company take any action that would cause Customer humiliation or embarrassment or otherwise cause or contribute to Customer being held in disrepute by the public or Customer's clients, customers, users, employees, shareholders, agents, or vendors. Customer agrees that it will not make any disparaging remarks, statements or criticism, including written or oral, or take actions which are adverse to the interests of Company, its owners, predecessors, successors, parents, assigns or their current and former representatives, agents, officers, employees, directors, board members and employees; nor will Customer take any action that would cause Company humiliation or embarrassment or otherwise cause or contribute to Company being held in disrepute by the public or Company's clients, customers, users, employees, shareholders, agents, or vendors. For the first 30 days following the date of this Agreement, Company agrees to respond to reasonable inquiries and information requests, by phone or email Insert Limitations Here when requested by Customer or Customer's agent about matters or subjects Company was responsible for or worked on prior to the agreement. Nothing in this Agreement shall require Company to migrate, move, setup, re-program, modify or assist Customer in the direct facilitation of moving Customer's files off Company servers.
Company shall not be entitled to further compensation for any services Company performs pursuant to this cooperation clause; however, to the extent that Customer requests Company's cooperation, Customer shall reimburse Company for reasonable expenses subject to Customer's pre-approval of those expenses.
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 Company and their respective successors and assigns, provided that Company 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 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 its entirety and duly bind their respective principals by their signature below:
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How to Build a Legal Contract with Proposal Kit
This video illustrates how to create a legal contract using the Proposal Pack Wizard software. It also shows how to create a proposal with an invoice and contract at the same time.
Frequently Asked Questions
How do I customize this contract to fit my business needs?
Customizing this contract involves editing the document to include your business details, terms, and conditions. The templates are designed to be flexible, allowing you to insert your company's name, address, and other relevant information. You can modify clauses to reflect your unique business practices and legal requirements.
Is this contract compliant with laws and regulations?
The legal contract templates are written by legal professionals and designed to comply with current laws and regulations at the time of their writing. However, laws can vary by jurisdiction and change over time, so it's recommended to have your contract reviewed by a local attorney to ensure it meets all legal requirements specific to your region and industry. Templates are licensed as self-help information and not as legal advice.
Can I use the same contract for different clients or projects?
You can use the same contract for different clients or projects. The templates are versatile and easily adapted for various scenarios. You will need to update specific details such as client names, project descriptions, and any unique terms for each new agreement to ensure that each contract accurately reflects the particulars of the individual client or project.
What should I do if I encounter a clause or term I don't understand?
If you encounter a clause or term in the contract that you need help understanding, you can refer to guidance notes explaining each section's purpose and use. For more complex or unclear terms, it's advisable to consult with a legal professional who can explain the clause and help you determine if any modifications are necessary to suit your specific needs.
How do I ensure that the contract is legally binding and enforceable?
To ensure that the contract is legally binding and enforceable, follow these steps:
- Complete all relevant sections: Make sure all blanks are filled in with accurate information.
- Include all necessary terms and conditions: Ensure that all essential elements, such as payment terms, deliverables, timelines, and responsibilities, are clearly defined.
- Signatures: Both parties must sign the contract, and it is often recommended that the contract be witnessed or notarized, depending on the legal requirements in your jurisdiction.
- Consult a legal professional: Before finalizing the contract, have it reviewed by an attorney to ensure it complies with applicable laws and protects your interests.
Ian Lauder has been helping businesses write their proposals and contracts for two decades. Ian is the owner and founder of Proposal Kit, one of the original sources of business proposal and contract software products started in 1997.By Ian Lauder
Published by Proposal Kit, Inc.Disclaimers
Proposal Kit, Inc. makes no warranty and accepts no responsibility for the suitability of any materials to the licensee's business. Proposal Kit, Inc. assumes no responsibility or liability for errors or inaccuracies. Licensee accepts all responsibility for the results obtained. The information included is not legal advice. Names in use cases have been fictionalized. Your use of the contract template and any purchased packages constitutes acceptance and understanding of these disclaimers and terms and conditions.
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