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© Lee & Poh Partnership 2021

DATE: ____________________________

BETWEEN

[Company Name]
(Company No. )

AND

[Company Name]
(Company No. )

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Deed of Mutual Termination

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THIS DEED OF MUTUAL TERMINATION (“DEED”) is made on
_________________________________

BETWEEN:

(1) Company Name (Company No. ), a company incorporated in Malaysia and having its
registered address at [**] (the “First Party”);

AND

(2) Company Name (Company No. ), a company incorporated in Malaysia and having its
registered address at [**] (the “Second Party”),

(collectively, the “Parties” and individually, a “Party”).

WHEREAS:

(A) The Parties have entered into the [Insert Name of Original Agreement] dated [Insert Date]
(the “Agreement”) under which [give brief details of the Agreement].

(B) The parties mutually agree to terminate the Agreement on the terms set out in this Deed.

IT IS AGREED AS FOLLOWS:

1. INTERPRETATION AND DEFINITIONS

1.1 Unless the context otherwise requires, words and expressions defined in the Agreement and
used in this Deed shall have the meaning set out in the Agreement.

1.2 The rules of interpretation set out in the Agreement, if any, shall apply to this Deed.

2. [SURVIVING PROVISIONS]

2.1 [The Parties agree that the following provisions in the Agreement shall survive the
termination of the Agreement: Clause [Insert clause number and heading/ sub-heading of
the clause(s) which will continue to bind the parties after termination of the Agreement. For
example: a confidentiality clause, or such other clause applicable on a case-to-case basis]
(the “Surviving Provisions”).]

3. TERMINATION

3.1 [Save for the Surviving Provisions, and] [I]n consideration of the mutual covenants and
agreements herein contained, the Parties agree that the Agreement shall be terminated with
effect from [[Insert Date] OR the date of this Deed] (the “Termination Date”).

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4. RELEASE AND DISCHARGE

Termination of the Agreement shall not affect or prejudice any claim or demand that either
Party may have against the other under or in connection with the Agreement arising before
the Termination Date.]]

OR

4.1 [[Subject to clause ], each Party releases and discharges the other Party from (a) all claims or
demands, under or in connection with the Agreement, regardless arising on or before the
Termination Date, in each case whether known or unknown to the releasing party; and (b)
further performances of any duties, responsibilities and obligations under the Agreement.]

4.2 [The release and waiver in Clause 4.1 does not apply to:

4.2.1 the Parties' past and future obligations and liabilities arising under the Surviving
Provisions; or

4.2.2 the parties' obligations under Clause Error: Reference source not found.

5. CONFIDENTIALITY

5.1 Each Party undertakes to the other Party that it shall not, at any time after the date of this
Deed, except as required by law or regulatory body, disclose to any third party, the
confidential information contained in or obtained in connection with, the Agreement and/or
this Deed.

5.2 No Party shall use any confidential information for any purpose other than to exercise its
rights and perform its obligations under or in connection with the Agreement or this Deed.

6. ENTIRE AND FINAL AGREEMENT

This Deed constitutes the entire understanding between the Parties concerning the subject
matter of this Deed and supersedes all other agreements, arrangements and
understandings, written or oral, concerning such subject matter. Any modification of or
amendment to this Deed must be made in writing. The same applies to any agreement
waiving the written form.

7. GOVERNING LAW AND JURISDICTION

7.1 This Deed shall be governed by and construed in accordance with the laws of Malaysia.

7.2 The parties irrevocably agree that the courts of Malaysia are to have [exclusive] jurisdiction
to settle any disputes which may arise out of or in connection with this Deed and that,

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accordingly, any legal action or proceedings arising out of or in connection with this Deed
may be brought in those courts and the parties irrevocably submit to the jurisdiction of
those courts.

[the rest of this page has been intentionally left blank]

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IN WITNESS WHEREOF the Parties hereto have hereunto caused this Deed to be duly executed as at
the day and year first above written.

Signed by the First Party: Witnessed by:

_______________________ _______________________
Name: Name:
NRIC No.: NRIC No.:
Designation:
On behalf of:
Company No.:

Signed by the Second Party: Witnessed by:

_______________________ _______________________
Name: Name:
NRIC No.: NRIC No.:
Designation:
On behalf of:
Company No.:

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