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How to write your Service Termination and Settlement (Server Migration)
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Use cases for this template
Cobalt Cart exits Neon Pixel Labs while moving to the cloud
The Challenge
Cobalt Cart ran its storefront on Neon Pixel Labs' servers, but growth, performance bottlenecks, and rising operational costs pushed a shift to Google Cloud Platform; the Service Termination and Quitclaim contract offered license certainty and a 30-day access window while the IT team planned a successful server migration from the current infrastructure without disrupting mission-critical business functions.
The Solution
They executed the agreement and then used Proposal Kit's document creation and document assembly to produce a comprehensive inventory, dependency mapping, security standards, and a migration strategy that covered migration type, migration timeline, application compatibility, IP addresses, and rollback procedures; the AI Writer generated a cloud adoption proposal, pre-migration testing checklists, and a post-migration validation plan, while automated line-item quoting estimated cloud services, migration tools, and data transfer costs.
The Implementation
Working in off-peak hours, the team performed the actual migration process in waves, transferring data and databases with encryption, configuring network settings, mapping domain controllers, and executing automation to handle repetitive tasks; performance benchmarking guided minor optimizations, and clear stakeholder communication kept control of tasks and potential issues across components and integration points.
The Outcome
The result was a successful cloud migration with verified data integrity, improved performance optimization, reduced operational costs, and operational continuity; post-migration operations stabilized quickly, and the new environment supported broader business goals with more flexibility and scalability.
HarborForge modernizes from a legacy data center to a hybrid
The Challenge
HarborForge Industries relied on Northwind Systems' physical infrastructure with Windows Server 2012 and outdated servers at a single physical location, straining power consumption and cooling requirements while limiting growth, so leadership needed a successful data center migration to a new data center plus public cloud, all under a clean service wind-down using the termination and quitclaim agreement.
The Solution
After signing, HarborForge used Proposal Kit to create an executive brief aligning business objectives and broader business strategies, with AI Writer producing an operating system migration plan, application compatibility matrix, compliance requirements and security requirements, and a disaster recovery outline; automated line-item quoting budgeted hardware upgrades, load balancing, virtualization tools, and virtual machines, selecting migration approaches (physical to physical for ERP, cloud migration for customer apps, and one operating system upgrade for domain services) to ensure compatibility.
The Implementation
Careful planning defined stakeholders and personnel, mapped components, set plan downtime, and scheduled pre-migration testing; the IT team executed migration activities, configured the new environment, performed performance benchmarking, documented change control and communication, and installed regular updates to meet performance standards and reliability targets.
The Outcome
HarborForge achieved migration success with improved resource utilization, optimal performance, and cost reduction, passed audits against regulatory requirements and security standards, and ensured business continuity while integrating modern services into the current environment.
KindBridge Health safeguards sensitive systems during a vendor exit
The Challenge
When KindBridge Health ended services with Aurora Compute Co., it had to migrate data and existing files tied to sensitive business processes across its IT infrastructure, balancing reliability and compliance with a tight window to avoid disruption to clinics and apps.
The Solution
The contract secured 30-day access and clarified responsibilities, while Proposal Kit's extensive template library supported discovery documents, a comprehensive inventory, and communication plans; the AI Writer created runbooks for data transfer, security standards summaries, and performance expectations reports, and automated line-item quoting modeled internal resources, cloud services, and technical requirements to meet migration goals and performance expectations.
The Implementation
Following a phased strategy selection, the team executed data center and application migration steps, involved moving workloads to a virtual environment, configured encryption and access control, validated integration, conducted risk assessment, and used automation to reduce repetitive tasks and plan for a safety net with rollback procedures.
The Outcome
KindBridge completed a successful migration with no data loss, enhanced security features, and performance improvements, meeting compliance requirements and maintaining operational continuity while the new server environment supported expected demand and future scalability.
Abstract
This agreement governs how a customer ends a service relationship and moves off the provider's servers while settling any remaining balances and rights. It centers on business continuity during the server migration process and sets clear boundaries for responsibilities. The Company grants the Customer a worldwide license to use, modify, disassemble, or sell the delivered website and custom code.
The Customer may keep existing data on the Company's servers for up to 30 days while its agent completes a successful migration to a destination server or target environment. After the Customer confirms migration completion, access ends. Files are delivered as is, and the Company waives certain balances while the Customer pays the final amount due, closing accounts.
Operationally, the Customer's agent handles the actual migration process, including transferring files and data migration from one server to another. The Company will provide access to facilitate the move, but is not required to migrate, reprogram, or configure the new server environment. For post-migration operations, the Customer should verify data integrity, performance expectations, and system performance to ensure a smooth transition and service continuity. Proper planning helps minimize downtime and mitigate data loss risks.
The agreement includes mutual releases of claims through the execution date, a non-disparagement commitment, and a short cooperation window where the Company answers reasonable questions. Standard clauses cover the entire agreement, governing law, good faith, waiver, binding effect, and recovery of attorney's fees.
Common migration situations aligned with this structure include moving from on-premises infrastructure or a physical data center to a cloud environment with cloud providers; physical to virtual or virtual to virtual consolidation in virtualized environments; one physical server or Windows Server upgrade to a new platform; database migration alongside application migration; and retiring legacy systems. Typical key considerations include pre-migration testing, dependency mapping of application dependencies and domain controllers, network configurations and IP addresses, encryption and security measures for sensitive data, rollback procedures for unexpected complications, disaster recovery to ensure business continuity, and a migration timeline that uses off-peak hours. Teams should assess current system capabilities, required resources, resource availability, resource allocation, and migration tools to achieve desired outcomes such as improved performance, cost efficiency, reduced operating costs, and long-term success.
The Proposal Kit enables organizations to document this migration project and settlement clearly. Its document assembly, automated line-item quoting, AI Writer for supporting documents, and extensive template library help teams produce agreements, migration plans, checklists, and post-migration validation documents quickly and with ease of use.
Beyond the settlement terms, leaders should view this contract as a framework to plan a successful server migration aligned with broader business strategies. Strategy selection starts with a comprehensive inventory of the current environment and existing infrastructure, mapping existing workloads, software versions, data volume, and application compatibility. A clear migration strategy defines the migration type (cloud migration, operating system migration, data center migration, or physical to physical) and the migration goals.
Careful planning by the IT team should include discovery, assessment, risk assessment, performance benchmarking, and defining technical requirements, security requirements, and regulatory requirements. Plan downtime to protect mission-critical business functions and ensure business continuity while transferring data. Validate configuration settings and integration to ensure compatibility, avoid compatibility issues, and achieve performance improvements and optimal performance.
Complex migrations often involve moving from outdated servers and physical hardware in a physical location to a virtual environment or public cloud such as Google Cloud Platform, where cloud services, enhanced security features, and modern services can increase scalability, reduce operational costs, and enable more flexibility. In a successful data center migration or new data center deployment, evaluate power consumption, cooling requirements, hardware upgrades, load balancing, and storage. Use virtualization tools and virtual machines to optimize resource use and address performance bottlenecks.
For one operating system or original system upgrades, define migration activities, data transfer steps, and a safety net with rollback practices to manage potential issues and disruption. Document the following steps for migration success: establish stakeholders and personnel roles, determine required internal resources, connect networks, execute migration approaches, automate repetitive tasks where appropriate, conduct pre-move tests, and verify that apps and processes are working properly in the new environment. This approach helps manage operational continuity, cost reduction, and growth while meeting performance standards and compliance.
Proposal Kit supports these business objectives by helping teams document contracts and plans that define accountabilities, timelines, and expected outcomes. Its document assembly, automated line-item quoting, AI Writer, and extensive template library streamline preparation of settlement agreements, inventories, risk and compliance documentation, and post-migration validation plans that enable organizations to plan, execute, and optimize migrations with clarity.
Expanding on the contract's migration window, remember that migration involves moving not just existing files but also business processes and accounts tied to your IT infrastructure. The first step is to identify the current infrastructure and map components, dependencies, and access control so the it team can migrate data with fewer surprises. For example, many organizations underestimate the complexity that can affect reliability and compliance requirements.
Build a clear communication plan with stakeholders, define change control, and document security standards to ensure the new environment is working properly. Include installation and configuration steps, regular updates, and minor optimizations aimed at performance optimization and performance standards aligned to business goals.
Cloud adoption offers an advantage for different types of workloads, but the strategy should account for physical infrastructure realities, data gravity, and demand variability. Typically, a solution that phases migration activities lets teams execute tasks in waves, validate results, and tune settings before full cutover. When executing, determine which migration type supports broader business objectives: keep the original system with hardware upgrades, or shift to cloud services for more flexibility.
Evaluate factors such as data volume, storage classes, automation opportunities, and how choices affect operational costs and growth. Use performance benchmarking to set expectations and plan optimizations that reduce bottlenecks without disruption.
To operationalize this approach, include the following sections in your plan: comprehensive inventory, compliance checklist, security standards, communication matrix, change control, deployment steps, and validation procedures. Proposal Kit can help you document these topics consistently so teams can define scope, map tasks, and produce the documentation needed to manage risk and realize the benefits of a structured, business-driven migration.
How do you write a Service Termination and Settlement (Server Migration) document? - The Narrative
SERVICE TERMINATION AND QUITCLAIM AGREEMENT (SERVER MIGRATION REQUIRED)
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. Customer may continue to host its files on Company servers, subject to our standard web hosting terms and conditions, until they migrate off Company servers, which will be no later than 30 days from the signing of the Agreement. Customer will notify Company when migration is complete.
Upon such notification, web host services and access to Company servers shall end. Company shall grant access to Company's server to an agent Customer designates to facilitate transfer of their web site to a new location for a period not exceeding 30 days. 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. Upon execution of this Agreement, Company will grant access to Customer's agent to facilitate the transfer of all files, data and source code to another location.
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. Customer warrants that the agent designated by Customer is fully responsible for the migration and transfer of Customer's files, which includes but is not limited to Customer's web site, shopping cart, other systems, and related files. Company disclaims any and all responsibility for the migration and transfer of Customer's files, as defined above, which is to be fully completed by Customer's agent. 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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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.
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To ensure that the contract is legally binding and enforceable, follow these steps:
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- 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
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