Letter of termination of contract

No, do not do that. I am NOT an attorney and, even if I was, I would NOT be *your* attorney.


You have already had an attorney (or two?) give you advice.

Yes. This is EXACTLY why I only asked for advice as far as the LETTER. But everyone is asking for my contract information even after I said a lawyer suggested I just write a letter for termination. I never asked you to represent me. Just need advice on the letter I wrote!!!!
 
Have you spoken with your contact(s) at the other party's organization about potentially terminating the agreement?

That might be a starting point.

I suspect once you've discussed your concerns, you might find the other party amenable to agreeing that both parties part amicably.

So far, neither party appears to have cost either party a dime.

The pandemic hasn't been judicially decreed a "force majeure" (as far as I know), but the pandemic seems to be what precipitated the other party's inability to make good it's intent to employ you as a spokesperson for one of their brands.

You could just leave things as they are and allow the "contract" to expire.

It isn't costing you anything to leave it as it is, is it?

Yes, you aren't collecting any fees, but it also isn't causing you to spend anything to keep it in place.

Sorry, the contract actually expires the day it began. Which was April 1, 2020. The contract was signed in March.
 
Yes. This is EXACTLY why I only asked for advice as far as the LETTER. But everyone is asking for my contract information even after I said a lawyer suggested I just write a letter for termination. I never asked you to represent me. Just need advice on the letter I wrote!!!!
It seems that you are upset at the wrong people. We are simply trying to help. Unfortunately, we are unable to offer the help that you are looking for. Perhaps you can contact the attorney that drafted the contract....
 
I believe the problem is some sort of exclusivity clause that the OP and her attorney believe applies.

If one hasn't been asked to perform a few duties pursuant under the alleged one year contract over a five month period, for which one has been compensated fully, I don't see anything that would precipitate terminating the contract.

I suppose one party might believe the contract demands a certain level of exclusivity.
However, the other party isn't paying for exclusivity, just on demand limited performance.

I've learned over many decades of practicing law that there is often much ado over nothing.
 
If one hasn't been asked to perform a few duties pursuant under the alleged one year contract over a five month period, for which one has been compensated fully, I don't see anything that would precipitate terminating the contract.

I suppose one party might believe the contract demands a certain level of exclusivity.
However, the other party isn't paying for exclusivity, just on demand limited performance.

I've learned over many decades of practicing law that there is often much ado over nothing.
There is an interesting clause posted by the OP - specifically:

"Notwithstanding the foregoing, ..." [related to non-renewal notification] "... either party shall have the absolute right to terminate this agreement at any time, in the event that the other party's conduct is injurious to such party seeking termination or its reputation, in the party seeking termination's sole discretion."

To this layman, that appears to be an "escape clause" that is easily utilized, since it gives the party seeking to terminate the contract the sole discretion as to what conduct is "injurious". I think the OP actually is in a good place on the termination, but the OP REALLY needs to have an actual attorney who works for her give her an opinion.

As to the contract ending one day after it begins - that's a pretty obvious scriveners error. If the contract is supposed to begin on 4/1/20 and last one year, then it's not going to end on 4/1/20 as well.
 
It seems that you are upset at the wrong people. We are simply trying to help. Unfortunately, we are unable to offer the help that you are looking for. Perhaps you can contact the attorney that drafted the contract....

Upset at you? Absolutely not. However, your past messages felt harshly critical with the use of uppercased words. When I replied with the same tone, I am now angry... Thanks for your help though.
 
Please don't respond within a quote box. I almost missed that you had quoted contract terms.

8(a) seems to be all you need: absolute right to terminate if, in your sole discretion, certain things have happened. Since you didn't answer the other questions I asked in my prior response (post #6 in the thread), that's all I can tell you at this point.
 
Please quote the EXACT wording of the contract that says this.


Sure

8. Term and Termination.
A. Term and Termination. This agreement shall commence as of the Effective Date
and shall continue for one (1) year (the "Term"), unless earlier terminated as set forth herein.
Additionally, this agreement shall auto-renew under the same terms and conditions unless either
party provides written notice to the other party of its intent not to renew the agreement at least
thirty (30) days prior to the end of the then applicable Term. Notwithstanding the foregoing, either
party shall have the absolute right to terminate this agreement at any time, in the event that the
other party's conduct is injurious to such party seeking termination or its reputation, in the party
seeking termination's sole discretion. XXX shall also have the absolute right to terminate this
agreement at any time in the event of the following: (i) charging or conviction of XXX of a felony
or misdemeanor; (ii) the commercial value of the XXX Endorsement is substantially impaired,
as determined by XXX in its reasonable opinion, by any act or omission of XXX which shocks
or offends the community (including, without limitation, arrest or indictment for any crime or the
filing of criminal charges, failing a drug test, or admission to a substance abuse treatment program)
or which manifests contempt or disregard for diversity, public morals or decency; or (iii) the death
of XXX. Either party shall have the absolute right to terminate this agreement at any time, in the
event of the occurrence of a Default, as below defined.

B. Event of Default; Notice and Cure; Default. The breach, violation or failure of
either party to perform any material obligation contained in this agreement shall be deemed an
event of default (an "Event of Default"). Upon the occurrence of an Event of Default, the non-
defaulting party shall notify defaulting party, in writing, of such event. The defaulting party shall
have thirty (30) days to cure an Event of Default or five (5) days to cure an Event of Default which
relates to the non-payment of amounts owed hereunder. The failure of the defaulting party to cure
the Event of Default shall be deemed a default (a "Default") under this agreement.




Please review the disclaimer at the bottom of the page relating to "legal advice." If you have particular questions, feel free to ask them.

Thanks

Your whole post to this point has been written in first person singular, so why would you use plural pronouns here? Are you writing on behalf of yourself AND someone else?

Thanks for catching that. It was certainly a typo.


What breach?

The other party stopped performing their side of the contract. I am a spokesmodel that was supposed to have 2 projects per month totally out to $7,000 each month for 12 consecutive months. April-July was great. But after came the issues. The company has strung me along suggesting that they have work coming and for me to hang tight from Aug-Nov. After Nov, they have completely disappeared and stop responding to my emails and messages.

Given that you're looking to terminate the contract, why would you say this?
 
Upset at you? Absolutely not. However, your past messages felt harshly critical with the use of uppercased words. When I replied with the same tone, I am now angry... Thanks for your help though.

You misunderstood the emphasis. We do not represent you. In other words, we (the advisers on this forum) are not your attorney and do not represent you. While I (and others) seem confident in your position, the wisest course of action is to have your contract reviewed in its entirety by an attorney that represents you.
 
Given that you're looking to terminate the contract, why would you say this?[/QUOTE]

Sorry, not good at forum posting. Lol.

Here is what the contract says about this:


The parties hereby agree as follows:
1. Definitions. These definitions apply to this agreement: (A) "Advertising Materials"
means all forms of advertising, including, by way of example and not limitation, all: (i) website,
internet and social media content and advertising; (ii) product packaging; and (iii) point-of-
purchase and merchandise displays; (B) "Endorsed Products" means all XXX products XXX
currently or in the future sells in the Territory; (C) "Endorsement" means the right to use the name,
signature, voice, video portrayal, photograph, image of XXX on, or in connection with, the
Endorsed Products and Advertising Materials; and (D) "Territory" means the entire world.
2. Endorsement. During the Term, as hereinafter defined, XXX grants to XXX the
exclusive right and license, within the Territory, to utilize her Endorsement to tastefully promote
and sell the Endorsed Products. Notwithstanding the forgoing, nothing contained in this agreement
prevents XXX from using, permitting or licensing others to use, her Endorsement in connection
with the tasteful advertisement, promotion or sale of any products or services.
3. Covenants of XXX. XXX shall: (A) use the Endorsed Products exclusively;
(B) promote XXX and the Endorsed Products to the media and to the public in a positive light;
and (C) comply with her obligations detailed on Schedule A.
 
You misunderstood the emphasis. We do not represent you. In other words, we (the advisers on this forum) are not your attorney and do not represent you. While I (and others) seem confident in your position, the wisest course of action is to have your contract reviewed in its entirety by an attorney that represents you.

As I said in prior messages, I had a lawyer look over the contract. His final suggestions were for me to write a letter of intent (termination). He said I can get information online and write it myself to save on his legal cost. I wrote the letter and came on here for advice on that. I did not ask for any body to represent me. I only suggested you to look over my contract after reading your response. I was not looking to take advantage or squander anyone here (not stating you accused me of that.) I am just making sure the letter seems OK given I have no legal background and am just looking for as much help as I could get. I seen someone post about my last thread. I seen someone claim it is a alleged contract. I heard you repeatedly say to get my lawyer to look over it after I said I in fact did. I don't see anything I did wrong here. Maybe I am not the one who misunderstood anything. I do sincerely apologize if I said anything to offend you.
 
Please don't respond within a quote box. I almost missed that you had quoted contract terms.

8(a) seems to be all you need: absolute right to terminate if, in your sole discretion, certain things have happened. Since you didn't answer the other questions I asked in my prior response (post #6 in the thread), that's all I can tell you at this point.
Sorry, not good at forum posting. Lol.

Here is what the contract says about this:


The parties hereby agree as follows:
1. Definitions. These definitions apply to this agreement: (A) "Advertising Materials"
means all forms of advertising, including, by way of example and not limitation, all: (i) website,
internet and social media content and advertising; (ii) product packaging; and (iii) point-of-
purchase and merchandise displays; (B) "Endorsed Products" means all XXX products XXX
currently or in the future sells in the Territory; (C) "Endorsement" means the right to use the name,
signature, voice, video portrayal, photograph, image of XXX on, or in connection with, the
Endorsed Products and Advertising Materials; and (D) "Territory" means the entire world.
2. Endorsement. During the Term, as hereinafter defined, XXX grants to XXX the
exclusive right and license, within the Territory, to utilize her Endorsement to tastefully promote
and sell the Endorsed Products. Notwithstanding the forgoing, nothing contained in this agreement
prevents XXX from using, permitting or licensing others to use, her Endorsement in connection
with the tasteful advertisement, promotion or sale of any products or services.
3. Covenants of XXX. XXX shall: (A) use the Endorsed Products exclusively;
(B) promote XXX and the Endorsed Products to the media and to the public in a positive light;
and (C) comply with her obligations detailed on Schedule A.
Please quote the EXACT wording of the contract that says this.



Please quote the EXACT wording of the contract relating to termination (in particular, the two sections you referred to: "Section 8a (Termination) and 8b (Failure to commit to contract)").




Please review the disclaimer at the bottom of the page relating to "legal advice." If you have particular questions, feel free to ask them.



Your whole post to this point has been written in first person singular, so why would you use plural pronouns here? Are you writing on behalf of yourself AND someone else?



What breach?



Given that you're looking to terminate the contract, why would you say this?

Sorry, not good at forum posting. Lol.

Here is what the contract says about this:


The parties hereby agree as follows:
1. Definitions. These definitions apply to this agreement: (A) "Advertising Materials"
means all forms of advertising, including, by way of example and not limitation, all: (i) website,
internet and social media content and advertising; (ii) product packaging; and (iii) point-of-
purchase and merchandise displays; (B) "Endorsed Products" means all XXX products XXX
currently or in the future sells in the Territory; (C) "Endorsement" means the right to use the name,
signature, voice, video portrayal, photograph, image of XXX on, or in connection with, the
Endorsed Products and Advertising Materials; and (D) "Territory" means the entire world.
2. Endorsement. During the Term, as hereinafter defined, XXX grants to XXX the
exclusive right and license, within the Territory, to utilize her Endorsement to tastefully promote
and sell the Endorsed Products. Notwithstanding the forgoing, nothing contained in this agreement
prevents XXX from using, permitting or licensing others to use, her Endorsement in connection
with the tasteful advertisement, promotion or sale of any products or services.
3. Covenants of XXX. XXX shall: (A) use the Endorsed Products exclusively;
(B) promote XXX and the Endorsed Products to the media and to the public in a positive light;
and (C) comply with her obligations detailed on Schedule A.
 
You are traveling down the wrong road. There is absolutely no reason to terminate the contract. In fact, you are still employed as an independent contractor that is on furlough from the company since they have not given you work in several months.

That makes you eligible under the CARES Act to receive unemployment compensation. It can be substantial depending on your rate of compensation.

The company said that the lack of work was due to COVID-19. That is all you need. If you voluntarily terminate the contract, then you cannot collect.

The individual meets any additional criteria established by the Secretary of Labor. In UIPL 16-20, the Secretary indicated that independent contractors (including gig workers) with a reportable income may also qualify for PUA if he or she is unemployed, partially unemployed, or the COVID-19 public health emergency has severely limited his/her ability to continue performing his/her customary work activities.

Go to Unemployment Insurance Under CARES Act | Arizona Department of Economic Security and follow the links to apply for benefits as an IC under the CARES Act. They are retroactive to when you were furloughed.
 
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@welkin that's another very good point - although technically the contract has an autorenewal provision. Truth be told, I'm going to revise my thoughts to the most succinct to be clearer after having coffee.

1. Withought seeing the entire agreement, the ability to provide a meaningful answer is extremely limited and this is all broad speculation with limited use.

2. An attorney provided advice on the agreement already. All that remains is a question of how to draft a termination letter. The attorney shouldn't charge much to draft a termination letter and if there is that much at stake, don't be pennywise, pound foolish.

3. A final thought. If the contract terminates shortly, I saw a provision which allows you to provide 30 days notice prior to the year end autorenewal. This may also be an option. Best to ask your attorney. Good luck.
 
To what advantage is there for OP to terminate the contract? There are no stipulated damages.

It cost OP nothing to apply for UI under the CARES Act. It cost OP attorney fees to terminate the contract and get nothing back.

I don't see your point.

If OP has not gotten a termination letter OP is still employed as an IC with this company.
 
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Or collect 60-70% of your compensation under the CARES Act until the company terminates the contract.

Either way, OP is entitled to UI under the CARES Act.
 
Or collect 60-70% of your compensation under the CARES Act until the company terminates the contract.
The contract may lock the OP into exclusivity but doesn't provide much in the way of compensation. So 60-70% of very little is even less, and in a much worse position if there are better opportunities. Not enough data here for me.
 
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