Settlement Agreement Release of All Claims

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									This is an agreement between two parties that are currently involved in a lawsuit or
dispute for the settlement of all 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 claims against the other party. This agreement should be used by
small businesses or other entities that are currently involved in a lawsuit or dispute but
want to settle their claims outside the courtroom.
                   SETTLEMENT AGREEMENT RELEASE OF ALL CLAIMS

This Settlement Agreement and Release of All Claims (“Agreement”) is made and entered into
as of ___ [Instruction: Insert date.] by and between _____ [Instruction: Insert full legal
name of first party to Agreement. For clarity, this document refers to the party as “Party
1.” A find and replace of all such references with a more specific reference is
recommended.] (“Party 1”), and ____ [Instruction: Insert full legal name of first party to
Agreement. For clarity, this document refers to the party as “Party 2.” A find and replace
of all such references with a more specific reference is recommended.] (“Party 2”).


                                                 W I T N E S S E T H:


WHEREAS, _____ [Instruction: Insert relationship between Party 1 and Party 2, if any.];
and


WHEREAS, _____ [Instruction: In separate WHEREAS clauses, set forth a timeline and
the nature of the dispute.]


WHEREAS, Party 2 denies the allegations made by Party 1 and that it engaged in any unlawful
conduct whatsoever; and


WHEREAS, Party 1 filed an action against the Party 2 in _____ [Instruction: Set forth
pertinent details of case, including name of court where action filed and case or docket
number, if available.] in which Party 1 claims _____ [Instruction: Insert basis of claims filed
in court documents.] on the part of the Party 2; and


WHEREAS, the Party 2 claims that Party 1 _____ [Instruction: Insert the timeline and nature
of dispute of any counterclaims by Party 2, otherwise delete this language.]; and


WHEREAS, the Party 2 filed an action against Party 1 in _____ [Instruction: Set forth
pertinent details of case, including name of court where action filed and case or docket
number, if available.] in which the Party 2 claims _____ [Instruction: Insert basis of claims
filed in court documents.] on the part of Party 2; and


WHEREAS, _____ [Instruction: Insert any additional basis of claims filed in court
documents and court document information, if any, otherwise delete.]; and


WHEREAS, Party 1 and Party 2 desire to settle fully and finally all differences between them,
including, but in no way limited to, those differences and actions described above;
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NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained
and other good and valuable consideration, receipt and sufficiency of which is hereby
acknowledged, and to avoid unnecessary litigation, it is hereby agreed by and between the parties
as follows:
1. This Agreement and compliance with this Agreement shall not be construed as an admission
   by either Party 1 or the Party 2 of any liability or unlawful conduct whatsoever, or as an
   admission of any violation of the rights of either party or any person, violation of any order,
   law, statute, duty, or contract whatsoever against either party or any person, any and all of
   which are herein specifically and expressly denied. Both parties specifically disclaim any
   liability to the other party or any other person for any alleged violation of the rights of either
   party or any person, or for any alleged violation of any order, law, statute, duty, or contract
   on the part of Party 1 or the Party 2 any and all of which also are herein specifically and
   expressly denied.

2. Each party shall file a dismissal with prejudice of the actions specifically set forth herein and
   a dismissal with prejudice of any action pending in arbitration as to all claims, causes of
   action, and parties.

3. Each party shall forego any additional efforts to collect on any monetary award issued on its
   behalf by any governmental or quasi-governmental entity or agency against the other party to
   this Agreement with respect to any of the claims described in this Agreement.

4. Each party hereto warrants to the other that it has not assigned, transferred nor purported to
   assign or transfer any claim or rights thereto against the other party hereto that arose prior to
   the execution of this Agreement and that it will not assign or transfer or purport to assign or
   transfer hereafter any such claim or rights thereto.

5. The ____ [Instruction: Insert name of court with jurisdiction.] shall retain jurisdiction
   over this action and Agreement until all monetary settlement payments are made by the Party
   set forth herein to satisfy its obligations under this Agreement. Further, the parties agree that
   jurisdiction for enforcement of this Agreement is proper in _____ [Instruction: Insert
   state.] state court.

6. No later than _____, [Instruction: Insert date by which payment must be made.] _____.
   [Instruction: Insert payment schedule for monetary payment set forth herein.] The
   parties agree that the foregoing payments shall constitute the entire amount of monetary
   consideration provided under this Agreement and that no party shall seek any further
   compensation for any other claimed or unclaimed damage, costs, or attorneys’ fees in
   connection with the matters encompassed in this Agreement. The parties agree that should
   ___ [Instruction: Insert party to make payment.] fail to make any of the required
   payments pursuant to the schedule described in this Agreement, immediately upon the failure
   to make the payment, the entire settlement amount (less any amounts that have been
   previously paid) shall become immediately due and payable and the parties stipulate that
   judgment in that amount shall be entered against ____ [Instruction: Insert party name.] on
   behalf of _____ [Instruction: Insert party name.]. The parties agree that jurisdiction for
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    this stipulated judgment shall be proper in _____ [Instruction: Insert state.].

7. The parties shall bear their own attorneys’ fees and costs.

8. The parties represent that, with the exception of the actions referenced above, neither party
   has filed any complaints, claims, or actions against the other with any state, federal, or local
   agency or court and that neither party will do so at any time hereafter with respect to the
   above-referenced actions and that if any agency or court assumes jurisdiction of any
   complaint, claim, or action against either party on behalf of the other with respect to the
   above-referenced actions, that party will direct the agency or court to withdraw from or
   dismiss with prejudice the matter.

9. Optional Language: The parties agree they will keep the fact, terms, negotiation, and
   amount of this Agreement completely confidential and that they will not disclose any
   information concerning this Agreement to anyone, provided either party may make
   such disclosures as are required by law and as are necessary for legitimate enforcement
   or tax compliance purposes. Notwithstanding the foregoing, each of the parties may
   discuss the facts, terms, negotiation and amount of this Agreement with their respective
   attorneys, accountants and to the extent necessary to enter into this Agreement,
   employees and/or directors and/or officers, subject to any such additional persons being
   subject to this confidentiality clause.

10. The parties irrevocably and unconditionally releases and forever discharges the other and
    their successors and assigns and all persons acting by, through, under, or in concert with any
    of them from any and all charges, complaints, claims, and liabilities of any kind or nature
    whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “claim”
    or “claims”) which either party at any time heretofore had or claimed to have or which either
    party may have or claim to have regarding events that have occurred as of the date of this
    Agreement.

    The parties understand the word “claims” to include all actions, claims, and grievances,
    whether actual or potential, known or unknown, and specifically but not exclusively all
    claims arising out of the actions described herein. All such claims (including related
    attorneys’ fees and costs) are forever barred by this Agreement and without regard to whether
    those claims are based on any alleged breach of a duty arising in contract or tort; any alleged
    unlawful act, including, without limitation, discrimination and harassment; any other claim or
    cause of action; and regardless of the forum in which it might be brought, except that an
    enforcement claim pursuant to a default or breach of this Agreement shall not be barred, but
    may be brought as specifically set forth herein.

11. The parties hereto represent and acknowledge that in executing this Agreement they do not
    rely and have not relied upon any representation or statement made by any of the parties or
    by any of the parties’ agents, attorneys, or representatives with regard to the subject matter,
    basis, or effect of this Agreement or otherwise, other than those specifically stated in this


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    written Agreement.

12. This 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.

13. This Agreement shall be binding upon the parties and their heirs, administrators,
    representatives, executors, successors, and assigns, and shall inure to the benefit of the
    parties and each of them and to their heirs, administrators, representatives, executors,
    successors, and assigns.

14. Should any provision of this Agreement be declared or be determined by any court of
    competent jurisdiction to be illegal, invalid, or unenforceable, the legality, validity, and
    enforceability of the remaining parts, terms, or provisions shall not be affected thereby, and
    the illegal, unenforceable, or invalid part, term, or provision shall be deemed not to be a part
    of this Agreement to the extent same shall be declared or determined to be illegal, invalid or
    unenforceable.

15. This Agreement sets forth the entire agreement between the parties and fully supersedes any
    and all prior agreements or understandings, written or oral, between the parties pertaining to
    the subject matter hereof. This Agreement shall be governed by the laws of the State of
    _____ [Instruction: Insert state.] to the extent not preempted by federal law.

16. This Agreement shall be interpreted in accordance with the plain meaning of its terms and
    not strictly for or against any of the parties.

17. It is further understood and agreed that if, at any time, a violation of any term of this
    Agreement is asserted by any party, that party shall have the right to seek specific
    performance of that term to the extent such remedy is permitted pursuant to applicable statute
    and/or any other necessary and proper relief, including but not limited to damages, from any
    court of competent jurisdiction, and the prevailing party shall be entitled to recover its
    reasonable costs and attorneys’ fees.

18. 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 Agreement.
    Neither party has relied upon any representations or statements made by the other party
    hereto which are not specifically set forth in this Agreement.

19. This 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 Agreement; (b) They have been represented in the
    preparation, negotiation, and execution of this 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 Agreement and of the releases it contains; (d) They are fully


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    aware of the legal and binding effect of this Agreement.

20. The parties represent and agree that the persons executing this 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 Agreement is a legally valid, binding and
    enforceable obligation of the parties in accordance with its terms

21. This 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


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


________________________                                            _______________________
Insert Party 1 Signature block                                      Insert Party 2 Signature block




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