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The Termination of License Agreement is a crucial document used when parties wish to formally end their existing licensing relationship in the Philippines. It is typically employed when either party exercises their termination rights under the original license agreement, when there is mutual agreement to end the relationship, or when circumstances necessitate the termination of licensing arrangements. The document must comply with Philippine law, particularly the Civil Code and Intellectual Property Code, and typically includes provisions for the cessation of licensed rights, return or destruction of materials, settlement of outstanding obligations, and post-termination responsibilities. This document is essential for properly documenting the end of licensing relationships and preventing future disputes by clearly defining each party's rights and obligations during and after the termination process.

1. Parties: Identification of the Licensor and Licensee with complete legal names and addresses

2. Background: Reference to the original License Agreement including its execution date and brief description of the licensed rights

3. Definitions: Key terms used in the termination agreement, including references to defined terms from the original agreement

4. Termination: Clear statement of termination, effective date, and grounds for termination

5. Acknowledgment: Mutual acknowledgment of the termination and confirmation that it is in accordance with the original agreement's terms

6. Outstanding Payments: Settlement of any outstanding fees, royalties, or payments due under the license

7. Return of Materials: Requirements for the return or destruction of licensed materials, documentation, and confidential information

8. Cease and Desist: Obligation to immediately stop using the licensed intellectual property

9. Survival Provisions: Identification of provisions from the original agreement that survive termination

10. Release: Mutual release of claims related to the license agreement, subject to specified exceptions

11. Governing Law: Confirmation that Philippine law governs the termination agreement

12. Execution: Signature blocks and execution requirements