Settlement Agreement Release of All Claims for Breach of Contract

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									This is an agreement between two parties that are currently involved in a contract
dispute for the settlement of claims. This agreement sets forth the terms between two
parties for the payment of monetary compensation to one party in exchange for the
forbearance of all breach of contract claims against the other party. This agreement
should be used by small businesses or individuals that are currently involved in a
contract dispute but want to settle their claims outside the courtroom.
                                Settlement Agreement Release of All Claims
                                            Breach of Contract

This Release and Settlement Agreement (“Settlement Agreement”) is dated this __ day of ____,
20__ [Instruction: Insert date.] by and between ____ [Instruction: Insert first party’s full
legal name.], a duly formed ____ [Instruction: Insert entity formation type and state.]
(“____”), [Instruction: Insert first party nickname to be used throughout document.
Herein, the name “Party 1” will be used for ease of reference, but same should be replaced
throughout with the chosen nickname.] and _____ [Instruction and Comment: Insert second
party’s full legal name. If second party is also a corporate entity, follow language above
and include such disclosure information. Herein, the name “Party 2” will be used for ease
of reference, but same should be replaced throughout with the chosen nickname. If any
additional parties are included herein, follow with further similar disclosure regarding any
such additional parties]. WHEREAS, Party 1 and Party 2 entered into an _____ [Instruction:
Insert brief description of contract entered into between the parties.], agreement dated
_____ [Instruction: Insert agreement date.], (the “Agreement”);

WHEREAS, _____ [Instruction: Insert any details of Agreement which led to

WHEREAS, a dispute arose between Party 1 and Party 2 with respect to ____ [Instruction:
Insert brief description of disagreement between parties, include reference to specific
sections of the Agreement, if available.]; and

WHEREAS, the parties hereto desire to resolve all disputes arising between themselves
including, but not limited to, all disputes relating to the Agreement;

NOW, THEREFORE, in consideration of the promises and conditions set forth herein, the
sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. In exchange for (i) a payment to ____ [Instruction: Insert party to be paid.], by _____
   [Instruction: Insert party to make payment.], in the amount of _____ United States
   Dollars ($_____),[Instruction: Insert written amount of monetary compensation,
   followed by numerical representation of same in parentheses.], which payment shall be
   made ____ [Instruction: Insert when payment must be made.], days after receipt by
   _____ [Instruction: Insert name of party receiving money.], of this fully executed
   Settlement Agreement, provided that ____ [Instruction and Comment: Insert name of
   party permitted to revoke acceptance of Agreement. If neither party shall be permitted
   to revoke, delete reference to this, upon review of applicable state statute, if any.], does
   not revoke his acceptance of this Settlement Agreement within the seven day revocation
   period, and (ii) ____ [Instruction: Insert name of party forbearing from bringing
   claims.], forbearance of asserting claims against ____ [Instruction: Insert name of party
   receiving monetary compensation.], hereby fully, forever, irrevocably and unconditionally
   releases, remises and discharges ____ [Instruction: Insert name of party being released.],
   and its subsidiaries and affiliates and each of their current or former officers, directors,
   stockholders, attorneys, agents, or employees (collectively, the “Released Parties”) from any
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    and all claims, charges, complaints, demands, actions, causes of action, suits, rights, debts,
    sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises,
    doings, omissions, damages, executions, obligations, liabilities and expenses (including
    attorneys' fees and costs), of every kind and nature, known or unknown, which he ever had or
    now has against the Released Parties whether presently known or unknown, suspected or
    unsuspected, that any of them may possess arising from any omissions, acts or facts that have
    occurred up until and including the date of this Settlement Agreement including, but not
    limited to the Agreement, all claims and damages relating to race, sex, national origin,
    handicap, religious, sexual orientation, benefits and age discrimination, all common law
    claims including, but not limited to, actions in tort, defamation, breach of contract and any
    claims under any other federal, state or local statutes or ordinances not expressly referenced
    above. This release does not extend to any obligations incurred pursuant to this Settlement
    Agreement. [Comment: Parties should review any applicable state and federal statutes
    and include reference to same here, as necessary. Same may include but are not limited
    to statutes regarding the Americans with Disabilities Act, unemployment compensation
    acts, age discrimination statutes, among others.]. [Comment: If any additional
    consideration has been or is being provided, include reference to same here.]

2. The parties hereto understand and agree that the terms and contents of this Settlement
   Agreement, and the contents of the negotiations and discussions resulting in this Settlement
   Agreement, shall be maintained as confidential, and none of the above shall be disclosed
   except to the extent required by federal or state law. Notwithstanding the foregoing, each of
   the parties to this Settlement Agreement shall be permitted to discuss the terms of this
   Settlement Agreement and the contents of any negotiations and/or discussions resulting in
   this Settlement Agreement with their respective attorneys, accountants and senior advisors,
   subject to such persons also being subject to such confidentiality requirements.

3. The Parties agree that any and all disputes arising out of the terms of this Settlement
   Agreement, their interpretation, and any of the matters herein released, shall be subject to
   binding arbitration in ____ [Instruction: Insert state and county where arbitration is to
   take place.] before the ____, [Instruction: Insert particular group to perform arbitration,
   if any, or delete reference to same.]or by a judge to be mutually agreed upon. The Parties
   agree that the prevailing party in any arbitration shall be entitled to injunctive relief in any
   court of competent jurisdiction to enforce the arbitration award. The Parties agree that the
   prevailing party in any arbitration shall be awarded its reasonable attorney's fees and costs.

4. Each party agrees to refrain from any disparagement, defamation, slander of the other, or
   tortious interference with the contracts and relationships of the other. The parties each
   acknowledge and agree that it would be impossible and inadequate to measure actual
   damages if either party breaches its obligations under this paragraph, and therefore the parties
   agree that $250,000 [Instruction: This amount may be revised to reflect agreement
   between the parties as to liquidated damages amount, if any. If none, reference to same
   may be deleted.] shall be payable, as liquidated damages and not as a penalty, by the
   breaching party to the non-breaching party. The parties agree that the damages specified are
   a good faith estimate of the actual amount of damages which would be sustained and that
   such damages are reasonable under the circumstances.
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5. This Settlement Agreement shall be binding upon the parties and may not be modified in any
   manner, except by an instrument in writing of concurrent or subsequent date signed by a duly
   authorized representative of the parties hereto. This Settlement Agreement is binding upon
   and shall inure to the benefit of the parties and their respective agents, assigns, heirs,
   executors, successors and administrators.

6. This Settlement Agreement contains and constitutes the entire understanding and agreement
   between the parties hereto with respect to the settlement of claims the parties have against
   each other. This Settlement Agreement cancels all previous oral and written negotiations,
   agreements, commitments, and writings in connection therewith. This Settlement Agreement
   shall be governed by the laws of the State of _____ [Instruction: Insert state.] to the extent
   not preempted by federal law.

7. The parties represent and agree that the persons executing this Settlement Agreement on
   behalf of each party has the full and complete permission and authority of the entity for
   which he is executing this agreement, and have the full right and authority to commit and
   fully bind themselves, their representatives, agents, principals, predecessors, successors, and
   privies according to the provisions hereof. This Settlement Agreement is a legally valid,
   binding and enforceable obligation of the parties in accordance with its terms.

8. This Settlement Agreement may be executed in one or more counterparts, including by
   facsimile, each of which shall be deemed an original and all of which together shall
   constitute one and the same instrument.

9. [Optional language: Parties should review the applicable statute and determine whether
   or not a consideration period is required. If not, and the parties determine such a
   consideration period is not necessary, this language may be deleted.] Party 1
   acknowledges that he has been given at least twenty-one (21) days to consider this Settlement
   Agreement and that he was advised to consult with an attorney prior to signing this
   Settlement Agreement and has in fact consulted with counsel of his own choosing prior to
   executing this Settlement Agreement. Party 1 may revoke this Settlement Agreement for a
   period of seven (7) days after signing this letter, and the agreement shall not be effective or
   enforceable until the expiration of this seven (7) day revocation period.

10. The Parties shall each bear their own costs, expert fees, attorneys' fees and other fees
    incurred in connection with this Settlement Agreement.

11. Each party represents that it has had the opportunity to consult with an attorney, and has
    carefully read and understands the scope and effect of the provisions of this Settlement
    Agreement. Neither party has relied upon any representations or statements made by the
    other party hereto which are not specifically set forth in this Settlement Agreement.

12. This Settlement Agreement is executed voluntarily and without any duress or undue
    influence on the part or behalf of the Parties hereto, with the full intent of releasing all
    claims. The Parties acknowledge that: (a) They have read this Settlement Agreement; (b)
    They have been represented in the preparation, negotiation, and execution of this Settlement

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    Agreement by legal counsel of their own choice or that they have voluntarily declined to seek
    such counsel; (c) They understand the terms and consequences of this Settlement Agreement
    and of the releases it contains; (d) They are fully aware of the legal and binding effect of this
    Settlement Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Settlement Agreement as of the
date set forth above.

________________                                                    _______________________
Insert Party 1 Signature block                                      Insert Party 2 Signature block

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