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.
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; © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 2 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 © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 3 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 © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 4 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 © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 5 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 © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 6
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