Agreement on termination of the contract for the provision of services. Form and sample 2021

Anyone can draw up an agreement to terminate the contract on their own. And with the help of our website, this process will not take much time and effort. The nuances of drawing up a document and the required elements to give it legal significance are outlined below.

Any agreement is a document that records a certain agreement, the achievement of agreement between the parties on specified issues. Therefore, to unilaterally terminate the relationship, it is more correct to use a claim for termination of the contract. And you can propose to terminate the transaction by mutual consent of the parties using a notice.

Termination Agreement

Forms and samples of agreements on termination of a contract

I have prepared forms and samples of termination agreements for downloading that will help you take the initiative to terminate cooperation. Also in the article I provide the rules for drawing up this document for various situations and the procedure to follow if you want to terminate the contract by agreement of the parties.

To draw up an agreement yourself and take into account all the essential circumstances, the following will be useful to you:

Form of agreement to terminate the contract - download in PDF, DOK.
Form of agreement on termination of a construction contract - download in PDF, DOK.
Sample agreement on termination of a work contract by agreement of the parties - download in PDF, DOK.
Sample agreement on termination of a contract with an individual - download in PDF, DOK.
Sample agreement on termination of a contract between legal entities. persons - download in PDF, DOK.
Sample agreement on termination of a work contract with the return of the advance payment - download in PDF, DOK.
Sample termination agreement regarding uncompleted work - download in PDF, DOK.

What options are there for terminating a contract?

Both the customer and the contractor can take the initiative to terminate the contract.
The contract is an urgent document that is limited by the initial and final deadlines for the completion of work. General provisions given in Art. 450 of the Civil Code of the Russian Federation determine the procedure for terminating this type of contract.

The legislation provides for the following grounds for early termination of obligations:

Mutual agreement of the parties. If there is a mutual and voluntary desire of the counterparties to terminate the relationship, an additional agreement to the contract is drawn up, subject to the condition that the prohibition is not stated in the document itself. The agreement is drawn up in the same form as the contract (Article 452 of the Civil Code of the Russian Federation).
The court's decision. In case of significant violations of the agreement by one of the parties, as well as in other cases provided for by laws or agreement, the counterparty has the right to file an application for termination with the court (Article 451 of the Civil Code of the Russian Federation). Such a demand can be made only after receiving a refusal to a proposal for voluntary termination, failure to receive a response to it within the specified period, or after 30 days if the proposal does not contain a deadline for a response (Article 452 of the Civil Code of the Russian Federation).
Unilateral refusal to fulfill the contract at the initiative of the customer or contractor (Article 450.1 of the Civil Code of the Russian Federation). Carried out by the authorized party by notifying the other party. The contract is terminated upon receipt of this notice.

The article will only consider situations related to the termination of a work contract by agreement of the parties, i.e. when a mutual decision is made to terminate it.

If, under a contract or law, you have the right to unilateral refusal, but you decide to terminate cooperation by agreement of the parties, clarify in the agreement that this is not a refusal of the contract, but an offer to terminate it. Otherwise, the counterparty in court may refer to your unilateral refusal (resolution of the Arbitration Court of the Ural District dated June 18, 2018 No. F09-1395/18).

Important! The agreement is an integral part of the contract. From the moment it is signed by the two parties, this document is considered to have entered into force and terminates the obligations under the contract and all previously concluded agreements.

When can you terminate the contract?

In what situations can a contract be terminated? Art. 450 Civil Code of the Russian Federation:

By agreement of both parties.
By a court decision, if one of the parties has significantly violated the provisions of the agreement, or in other situations provided for by the Civil Code of the Russian Federation. Usually this is a violation of the terms of provision of services or performance of work, in case of violation of obligations (failure to transfer an advance payment, rental payments).
At the initiative of one of the parties. The outcome in this case may be termination by mutual agreement or by court decision. This depends on whether the other party agrees to the terms of termination.

For your information! If one of the parties has the right to terminate the contract unilaterally, then it must act in good faith when exercising this right.

By mutual agreement, counterparties can terminate a previously concluded agreement even when this condition is not specified in it.

What grounds to indicate when terminating a contract by agreement of the parties?

Termination of a contract by agreement is a manifestation of the free will of both parties, although the initiative to terminate the contractual relationship comes from one of them. Both the customer and the contractor can take the initiative. When mutual agreement is reached, the counterparties must confirm their decision by signing the “Agreement”.

On a note. A state or municipal contract under Federal Law No. 44 “On the contract system in the field of procurement of goods, works, services to meet state and municipal needs” can also be terminated by agreement of the parties.

The reasons why counterparties refuse further cooperation have no legal significance. Therefore, the grounds for sending an agreement to terminate the contract before its expiration can be any:

The parties do not need to refuse the transaction as a whole, but only to terminate a certain part of the agreement. In this case, the agreement is concluded only in part of the obligations that the parties will not fulfill in the future.
In connection with the early fulfillment of the terms of the contract, it is necessary to release the parties from mutual obligations. In this case, it is necessary to attach a work acceptance certificate to the agreement.
There were obstacles to fulfilling obligations, incl. impossibility of performing/accepting work, making payment, identified deficiencies in work/materials/equipment, etc.
Carrying out actions under the contract is no longer relevant, interest in this transaction and economic benefits are lost. For example, a building that needs to be renovated was designated for demolition, or the landlord refused to renew the lease, or the surrounding area was flooded, etc.
The organization ceases its activities or, due to circumstances that have arisen, the counterparty needs to transfer its responsibilities to another person.
Conviction that it will not be possible to achieve a specific goal under the agreement.

Important! The agreement can be signed even if your counterparty has violated its obligations. However, such a decision may deprive you of the opportunity to further claim through the court a penalty for a significant violation of the terms of the contract - you will only be able to claim the payments specified in the “Agreement”.

Legal basis

The procedure for drawing up the document is defined in Art. 452 of the Civil Code of the Russian Federation. It establishes that the relationship between the parties to the agreement regarding the termination of contractual relations must be recorded in the same form as established for the contract itself. There is an exception: an additional agreement may be drawn up in a different form if this follows from legislation, law enforcement practice, etc. A unified form has not been introduced by law; the act of termination of the service agreement (or additional agreement) is drawn up in free form.

When terminating contractual relations, the provisions of the Civil Code of the Russian Federation are taken into account. In accordance with Art. 450 of the Civil Code of the Russian Federation, unilateral termination of contractual relationships is not allowed. An exception is made for some cases. According to Art. 782 of the Civil Code of the Russian Federation, it is allowed to terminate a contract for the provision of services for a fee at the initiative of each party at any time (with reimbursement of expenses or losses to the counterparty). Therefore, there is no sample for terminating a GPC agreement at the initiative of the employer. The violation of the law is already contained in the title of the document: the employer enters into an employment contract with the employee, and not a GPC agreement. Supervisory authorities have the right to reclassify such a contract as an employment contract, including if the name indicates the essence of the relationship (the words GPC and employer are not combined in one document). And the agreement is concluded with the will of both parties; at the initiative of one of the parties, refusal is possible on the basis of violation of essential conditions. Signing documents under pressure and abusing your rights under Russian law is not allowed.

Draw up any agreement for free using a special agreement designer from ConsultantPlus.

What procedure to follow when terminating

Prepare a draft agreement with the reasons for refusing further cooperation.
The parties to the agreement are free to terminate it on any terms that do not contradict the Civil Code of the Russian Federation. The emergence of grounds to terminate the agreement is a reason to contact the counterparty with a proposal (offer) to terminate cooperation.

Important! First make sure that there are no prohibitions or restrictions on refusal of the transaction by agreement of the parties.

The initiator of refusal from further cooperation must notify the counterparty of his intention by sending him a draft agreement indicating the deadline for providing a response (if the deadline is not specified, then it is 30 days - Article 452 of the Civil Code of the Russian Federation), the reason for the refusal and clearly defined conditions.

Signing an additional agreement is the right of the other party, and not its obligation, and coercion to conclude is not allowed (Article 421 and Article 450 of the Civil Code of the Russian Federation). Having considered your proposal, the counterparty has the right to:

Express your consent and send the termination document signed by an authorized person.
Send a notice of acceptance of the proposal on other terms, attaching a protocol of disagreements to your response.
Give a written refusal.
Don't respond to the offer. Silence is recognized as an expression of disagreement (unless otherwise specified in the contract), since the agreement is made in the same form as a work contract, i.e. in writing (Article 452 of the Civil Code of the Russian Federation).

If the counterparty refuses to sign the agreement (explicitly or implicitly), after 30 days you have the right to file a claim in court demanding to resolve the issue of termination of the contract (Article 452 of the Civil Code of the Russian Federation).

Important! If you offered the counterparty to terminate cooperation on certain conditions, he did not sign the agreement, but began to take actions in accordance with the proposal - this situation is recognized as acceptance, i.e. full and unconditional acceptance of the proposal (Article 438 of the Civil Code of the Russian Federation), and in court the contract will be recognized as terminated by mutual consent.

Quite often, to conclude an additional agreement, the parties prefer not to correspondence, but to negotiations, during which they negotiate conditions that suit the counterparties for terminating the contract. Before signing an agreement, it is recommended to check the degree of fulfillment of the contract and reconcile mutual settlements.

What you need to know about the procedure for terminating multilateral transactions

For multilateral transactions, the procedure for terminating a work contract is the same as for bilateral ones. The agreement must be obtained from all persons participating in the specified agreement (Article 450 of the Civil Code of the Russian Federation).

The possibility of terminating cooperation by agreement of the majority of persons is provided only if all parties to the agreement carry out entrepreneurial activities, and unless otherwise provided by law. The procedure for determining the majority must be specified in the current contract.

Additional agreement form

When drawing up an agreement, you must take into account paragraph 1 of Article 452 of the Civil Code. It states that the form of termination of relations must correspond to the form of their conclusion. That is, if the contract is written, then the additional agreement must be created in writing.

If the agreement was certified by a notary and was subject to registration, the agreement must also be certified and registered. An exception is the compensation document. Such an agreement is considered independent, and therefore it is subject to Art. 452 of the Civil Code does not apply.

IMPORTANT! If the form of the additional agreement does not correspond to the form of the contract, the document may be declared invalid. The basis is the lack of proof of the will of the participants in the relationship. For example, the Moscow City Court came to this conclusion in its ruling No. 4g-741/2016 dated September 21, 2021.

An additional agreement should be drawn up only when all claims of the parties have been settled. Otherwise, the counterparty may go to court after the relationship has broken down.

FOR YOUR INFORMATION! The agreement is called supplementary because it is part of the contract and does not have independent force.

What are the rules for drawing up an agreement?

Termination of a work contract by agreement of the parties is prepared according to the general rules of contract work. Unless otherwise follows from the law, other legal acts, agreement or business customs, the agreement is concluded in the same form as the contract. The document is drawn up in writing, in an equal number of copies to the number of parties.

The document entitled “Agreement on Termination of Contract” must contain the following points.

Identification information about the work contract that is planned to be terminated - its number, date and place of drawing up, parties to the transaction.
Name and details of the parties entering into the agreement.
The condition of voluntary termination of the contract and the absence of mutual claims. It should clearly follow from the wording that the parties refuse to cooperate, and do not express their intention to do so in the future.
Reasons for which termination is initiated.
The conditions under which counterparties complete the transaction.
Information about the moment of termination. The date of signing the agreement or any other day until which the terms of the contract will continue to be valid is indicated.
Signatures of the parties, as well as seals (for individual entrepreneurs and enterprises).

What points to consider when preparing an agreement

When preparing the agreement, you should take into account all the nuances that are appropriate to settle before terminating the contract.
More details in additional. the agreement will reveal nuances that are appropriate to settle before the actual end of the relationship - the easier it is to terminate the contract and the less likely it is to litigate. Specify in the document the relevant points for your situation:

The procedure for fulfilling mutual obligations and their scope, attaching a reconciliation act to the document.
A list of mutual claims that the parties are willing to waive.
Complete refusal to present any claims against each other after termination of the contract.
The amount of compensation in compliance with the principle of equivalence of consideration and balance of interests of the parties to the transaction.
Financial issues related to the return of the advance payment, request for compensation, etc. if the scope of work is not completed in full or of poor quality.
Sanctions for violation of obligations under the agreement, obligations for penalties and fines.
The ability to demand compensation for losses incurred during the execution of the contract and caused as a result of a significant failure to fulfill obligations that were subsequently identified.
The customer has the right to withhold the amount of the guarantee retention upon termination of the contract to ensure the quality of the work performed, or his obligation to return the withheld funds.
A condition for the return of security and the right to withhold penalties, fines, sanctions, losses, etc. from this amount, if such withholding is allowed by the terms of the contract.
The fate of materials, equipment, and sums of money transferred under the contract.
The need for conservation of an unfinished construction site.

How to send notice of termination to the counterparty

If the contract specifies the addresses of the parties where legally significant messages will be sent and the obligation to notify each other about a change of location is established, send the draft agreement to the address specified in the contract.

If this clause is missing from the agreement, send the notification, like all legally significant messages (Article 165.1 of the Civil Code of the Russian Federation), to all known addresses of the counterparty, as well as to:

Companies - as indicated in the Unified State Register of Legal Entities.
Individual entrepreneur - as specified in the Unified State Register of Entrepreneurs.
Individual - at the place of residence.

The optimal notification options are:

Registered letter with acknowledgment of delivery.
Valuable letter with a description of the contents and notification of delivery.
Courier service for delivery of correspondence.
Delivery to the addressee in person.

When an additional agreement is invalidated

This document is considered invalid in the following cases:

The contract is declared invalid for any reason, then the additional agreement will be considered invalid in fact.
The transaction was concluded in favor of a third party who does not agree with the early termination (Article 430 of the Civil Code of the Russian Federation).
The contract contains a clause prohibiting voluntary termination.
The form of the agreement was not observed (resolution of the Moscow District Court in case No. A41-82273/2015).
The agreement was signed by persons who did not have the rights to do so.

On a note. The recognition of an additional agreement as invalid is not always an obstacle to the collection of debt under a contract (determined by the Supreme Court of the Russian Federation in case No. A60-34557/2017). File a lawsuit and defend your rights.

Who has the right to sign the agreement

Make sure that the authority to sign and the assigned right to conclude transactions are up to date.
The agreement is signed by the same persons who signed the contract. However, if this is not possible, then the conclusion of the agreement may be entrusted to other persons:

An authorized individual acting on the basis of a corresponding power of attorney.
One of the company's managers, provided that his authority to sign is enshrined in the Charter.
A certain person authorized by the manager under a power of attorney.

Important! Make sure your authority is up to date - check the counterparty representative’s power of attorney for the validity period of the document and the stated right to conclude and terminate transactions.

Compilation rules

When creating an additional agreement, you need to take these rules into account:

It is advisable to indicate the names of the parties in the same way as they are indicated in the contract.
It is necessary to provide all data to identify the contract that is being terminated. In particular, it is required to reflect the date and number, name.
The date from which the contract will be considered terminated is fixed.

The additional agreement must include the number of copies of the document, details of the parties, and signature.

When a contract is considered terminated

The moment of termination of the contract by agreement of the parties is considered the moment of concluding an additional agreement, unless otherwise follows from the content and meaning of the agreement itself (Article 453 of the Civil Code of the Russian Federation). Legal relations between counterparties are considered completed, and obligations are considered fulfilled (in addition to those that remain in effect after termination of the transaction). If the agreement provides for the fulfillment of obligations after termination of the contract, they must be fulfilled.

What obligations do not cease after termination of the contract?

Warranty obligations do not terminate with termination of the contract.
Obligations that do not terminate with termination of the contract include:

Collection of debt under a contract that arose before its termination or after, but before the moment when the actions of the parties were actually terminated (resolution of the Central District Court in case No. A36-5038/2014).
Presentation of claims for violation of obligations to collect penalties and fines, which must be accrued before the date of termination of the contract (determination of the Supreme Arbitration Court of the Russian Federation in case No. VAS-9825/11).
The requirement for the return of a fulfilled obligation on the basis of unjust enrichment when the counterparty accepts performance under the contract and at the same time fails to fulfill its obligations (Article 453 of the Civil Code of the Russian Federation).
Specified in compliance with the general restrictions on freedom of contract, the consequences that occur as a result of termination of the work contract (Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation dated March 14, 2014 No. 16).
Recovery of actual damages, expressed in the difference between the listed advance payment and the actual cost of the work (resolution of the Volgo-Vyatka District Court in case No. A82-15993/2014).
Recovery of unjust enrichment when transferring to a partner more than was received from him (determination of the Supreme Court of the Russian Federation in case No. A40-179908/2014).
Preservation of the terms of the contract, the nature of which provides for their application even after termination of the contract - preservation of warranty obligations for work performed (clause 3 of the resolution of the plenum of the Supreme Arbitration Court of the Russian Federation No. 35) or contractual jurisdiction (resolution of the Moscow District Court in case No. A40-164626/2015).

Remember

The parties have the right to terminate the contract by mutual consent, provided that a prohibition on such a decision is not established in the contract itself.
The general rules by which a contract is terminated are contained in Art. 450 Civil Code of the Russian Federation. The execution of an agreement on partial termination of the contract is subject to general rules.
The parties have the right to define their relationship as they see fit, based on the rules on freedom of contract and must reach an agreement on all the conditions for terminating the relationship (Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation No. 35).
Before signing an agreement to terminate the contract, it is worth reconciling mutual settlements, as well as checking the degree of fulfillment of the contract.
The form of the agreement must be the same as that of the contract being terminated. An oral agreement is terminated orally, a written agreement is terminated in writing, requires notarization - with the participation of a notary, and must be registered.
The termination agreement is an integral part of the contract; all data in the contract and in the agreement must match.
If the parties do not approve the moment of termination in the agreement, the date of signing the document is taken into account.
The signing by the parties of an agreement to terminate the work contract entails the termination of obligations, unless otherwise prescribed by law or contract.

Have you ever had to draw up an agreement to terminate a contract? What reasons did you have for this decision? What terms of termination did you insist on and were you able to find a compromise with the counterparty?

Termination of the contract in part

Sometimes the parties do not want to terminate the contract completely. The possibility of renunciation of the contract regarding those obligations that were not fulfilled is prescribed by law (Article 450 of the Civil Code of the Russian Federation).

In essence, this is simply a change in the terms of the contract; this can be formalized by concluding an additional agreement, which will make changes to the existing contract. It is not prohibited to draw up an agreement to terminate the contract in part with the consent of both parties. This is applicable in cases where the nature of the services provided makes it possible to divide their volume into parts.

Such an agreement will be similar to a standard termination agreement; it will need to specify which obligations the counterparties will no longer fulfill, how payment will be made, and other nuances.