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PLAYBOOK TEMPLATES
Settlement & Mutual Release Agreement
A Settlement & Mutual Release Agreement resolves disputes and releases parties from future claims. This playbook outlines negotiation of consideration, confidentiality, and release scope.
Termination & Break Fees
Negotiation strategy
Negotiate for clear termination rights that allow exit without excessive penalties. Ensure break fees are proportionate to potential damages.
Aim to limit termination rights to specific breaches or regulatory issues. Ensure break fees are fair and reflect the cost of the transaction.
Essential elements
1
Termination Rights
Conditions for ending the agreement.
2
Break Fees
Penalties for early termination.
3
Regulatory Issues
Termination due to legal constraints.
Action framework
ACCEPT
Propose edits if termination rights are too restrictive or break fees are excessive.
EDIT
Reject clauses that impose unfair penalties or lack clarity.
ADD
Add provisions for regulatory issues or mutual termination without fees.
PRO TIP
Always align termination clauses with the client's strategic goals and risk tolerance.
Real-world examples
FAVORABLE
Termination by Mutual Consent
"This Agreement may be terminated at any time prior to the Closing Date by mutual written consent of the Parties."
NEUTRAL
Termination for Breach
"Either Party may terminate this Agreement if the other Party has materially breached any of its representations, warranties, covenants, or agreements set forth in this Agreement, and such breach is not cured within thirty (30) days after written notice thereof is given to the breaching Party."
UNFAVORABLE
Termination for Convenience
"Either Party may terminate this Agreement for convenience by providing the other Party with thirty (30) days' prior written notice. In such event, the terminating Party shall pay a break fee in the amount of [insert amount] to the non-terminating Party, which shall be the sole and exclusive remedy for such termination."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, ensure termination rights are robust to allow exit if risks materialize. Break fees should reflect the project's risk profile.
Regulatory Changes
Include clauses that allow termination if new regulations impact the transaction. Ensure compliance with evolving legal standards.
Market Volatility
In volatile markets, termination rights should allow flexibility to exit if market conditions change significantly. Break fees should be adjustable based on market conditions.
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