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SETTLEMENT AGREEMENT AND MUTUAL
RELEASE
This
Settlement
Agreement
and
Mutual
Release
(the
“Agreement”)
dated
as
of
____
[
date
], is
entered into by and among ______________
[
names of Parties
]
(collectively referred
to herein as the
“Parties”).
Disputes
and
differences
have
arisen
between
the
parties
as
reflected
in
the
claims,
counterclaims, and
defenses
asserted in
Case
No. ____ in
the District
Court for ____ County,
___
[
state
]
(the
“Litigation”).
The
parties
desire
fully
and
fin
ally
to
resolve
and
to
settle
the
Litigation and all other disputes and
differences between them on the terms and
conditions set
forth in this agreement.
—
OR
—
WHEREAS
,
Disputes have arisen among the parties regarding
________ [
description of
the
dispute
]
(collectively, the
“Underlying Dispute”)
; and
WHEREAS
,
________ [
other pertinent
recitals
].
WHEREAS
,
Recognizing
the
uncertainty
of
litigation
and
its
associated
expenses,
the
Parties have agreed to resolve and
settle the Underlying Dispute on the terms and
conditions set
forth in this Agreement.
NOW,
THEREFORE
, in consideration of the
foregoing recitals and of the conditions,
covenants
and
agreements
set
forth
below,
the
amount
and
sufficiency
of
which
are
hereby
acknowledged, the Parties agree as
follows:
1.
Mutual Releases.
(a)
Effective upon timely payment as
provided in Section 2 below, the Parties,
on behalf of themselves, and all
persons or entities claiming by, through or under
them, and their
respective
heirs,
successors
and
assigns,
hereby
fully,
completely
and
finally
waive,
release,
remise, acquit, and
forever discharge and
covenant
not
to
sue
the other
Parties, as well as
the
other
Parties’
respective
_____
[
specify,
as
appropriate:
officers,
directors,
shareholders,
trustees,
parent
companies,
sister
companies,
affiliates,
subsidiaries,
employers,
attorneys,
accountants,
predecessors, successors, insurers,
representatives, and agents
] with
respect to any
and all claims, demands,
suits, manner of obligation, debt, liability,
tort, covenant, contract, or
causes
of
action
of
any
kind
whatsoever,
at
law
or
in
equity,
including
without
limitation,
all
claims and causes of
action arising out of or in any way relating to
___ [
specify, as appropriate:
the Litigation or the Underlying
Dispute
]. The Parties warrant and
represent that they have not
assigned
or otherwise transferred any claim or cause of
action released by this Agreement.
(b)
The
Parties
acknowledge
and
agree
that
these
releases
are
GENERAL
RELEASES. The
Parties expressly waive and assume the risk of any
and all claims for damages
which
exist
as
of
this
date,
but
which
they
do
not
know
or
suspect
to
exist,
whether
through
ignorance,
oversight,
error,
negligence,
or
otherwise,
and
which,
if
known,
would
materially
affect his or her or its decision to
enter into this Agreement. The Parties expressly
acknowledge
that
this
waiver
of
claims
includes
any
claims
for
any
alleged
fraud,
deception,
concealment,
{}
..
misrepresentation or any other
misconduct of any kind in procuring this
Agreement. The Parties
specifically
do
not,
however,
waive
or
release
any
claim
that
may
arise
for
breach
of
this
Agreement.
2.
Payment. On or before
______ [
date
], _____
[
name of party
]
will make a
payment to ____
[
name of party
] in the
amount of $$____.
3.
4.
____________[
Other
settlement terms
].
____________[
Other
settlement terms
].
5.
Dismissal
of
Lawsuit.
No
later
than
___
[
number
]
of
days
following
the
execution of this
Agreement, the Parties will file a Joint Motion to
Dismiss the Litigation with
prejudice.
6.
No Admission of Liability. Neither the
payment of any sums nor the execution of
this Agreement shall be construed as an
admission of liability or fault by any Party. Any
and all
liability is expressly denied
by all Parties.
7.
Confidentiality. The Parties and their
respective counsel represent and agree that,
except for matters of public record as
of the date of this Agreement, they will keep the
terms and
contents of this Agreement
confidential, and that they will not hereinafter
disclose the terms of
this
Agreement
to
other
persons
except
as
compelled
by
applicable
law
or
to
individuals
who
have a need to know
about this Agreement and its contents, such as
Parties’ legal counsel, tax
advisors,
or other retained professional representatives,
all of whom shall be informed and bound
by this confidentiality clause. In no
event will any party make or cause to be made any
comment,
written
statement,
or
press
release
to
any
member
of
the
media
concerning
the
fact
of
this
settlement or the substance or terms of
this settlement.
8.
Authority. The Parties
represent
and
warrant
that
they
possess full authority to
enter into
this Agreement and to lawfully and effectively
release the opposing Party as set forth
herein, free of any rights of
settlement, approval, subrogation, or other
condition or impediment.
This
undertaking includes
specifically, without limitation,
the representation and warranty that
no
third
party
has
now
acquired
or
will
acquire
rights
to
present
or
pursue
any
claims
arising
from or based upon the claims that have
been released herein.
9.
Entire Agreement. The Parties
represent and agree that no promise, inducement,
or agreement other than as expressed
herein has been made to them and that this
Agreement is
fully integrated,
supersedes all prior agreements and
understandings, including without limitation,
_______ [
specify, as
appropriate: any agreements between the
parties]
and any other agreement
between the Parties, and contains the
entire agreement between the Parties.
10.
Voluntary and Informed
Assent. The Parties represent and agree that they
each
have read and fully understand
this Agreement, that they are fully competent to
enter into and
sign this Agreement, and
that they are executing this Agreement
voluntarily, free of any duress
or
coercion.
..