Deed of Release - Template, Sample Form to Fill out Pro · AU-law

DEED OF RELEASE

This Deed of Release ("this Deed") is dated ________

BETWEEN

________ (ACN ________) ("First Party")

of the following registered office address:

________

AND

________ (ACN ________) ("Second Party")

of the following registered office address:

________

(referred to herein collectively as the "Parties" and individually as a "Party")

BACKGROUND

A. The Parties have a prior relationship as described in clause 4 of this Deed ("the Relationship").

B. Disputes and/or claims have arisen between the Parties in connection with the Relationship.

C. The Parties have agreed to enter into this Deed in order to fully and finally settle any and all claims arising out of or in connection with the Relationship, on the terms set out in this Deed.

D. In consideration of the agreements, covenants and releases set out in this Deed, the Parties agree as follows.

(1) DEFINITIONS

"Business Day" means a day which is not a Saturday, Sunday or public holiday in ________.

"Claims" means any and all claims, debts, demands, suits, actions, causes of action, proceedings, accounts, damages, losses, costs (including legal costs on a full indemnity basis), interest, expenses or other liabilities whatsoever, whether present or future, actual or contingent, known or unknown, at law, in equity, under statute or otherwise, which a Party has, had or may at any time have or incur against another Party or any officers, employees, directors, agents, contractors, related bodies corporate, assignees, successors or other representatives of that other Party (whether directly or indirectly) arising out of or in connection with the Relationship.

"Corporations Act" means the Corporations Act 2001 (Cth).

"Deed" means this Deed of Release.

"Deed Date" means ________.

"Parties" means the parties to this Deed.

"Party" means a party to this Deed.

"Payment" means the payment described in clause 6 of this Deed.

"Relationship" means the prior relationship between the Parties as described in clause 4 of this Deed.

"Releasing Party" has the meaning provided in clause 5 of this Deed.

"Released Party" has the meaning provided in clause 5 of this Deed.

(2) INTERPRETATION

In this Deed, unless the context otherwise requires, the following rules of interpretation apply:

(a) Words referring to one gender include every other gender.

(b) Words referring to a singular number include the plural, and words referring to a plural include the singular.

(c) If a word or phrase is defined in this Deed then any grammatical variations of that word or phrase have a corresponding meaning.

(d) Words referring to a person or persons include firms, corporations, associations, partnerships, joint ventures, authorities, government bodies, organisations and other legal entities, and vice versa.

(e) Any reference to time is a reference to time in ________.

(f) If something must be done under this Deed on or before a particular date and that date falls on a day which is not a Business Day, then that thing must be done on or before the next Business Day.

(g) Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.

(h) Headings and titles are included in this Deed for convenience only and do not affect its interpretation.

(i) A reference to legislation or any part or provision of that legislation includes any subordinate legislation, any amended legislation, and any substituted legislation issued under that legislation.

(j) A reference to an agreement or document is a reference to that agreement or document as amended, replaced, supplemented or novated from time to time.

(k) A reference to a Party also includes that Party's successors, assigns, legal personal representatives and/or any person substituted by way of novation.

(l) Any reference to money or currency, unless otherwise specified, is a reference to Australian dollars.

(3) THE PARTIES

The Parties each acknowledge and agree that each Party may be both the Releasing Party in relation to some Claims, and the Released Party in relation to other Claims, and that the terms of this Deed are binding upon each Party as a Releasing Party and enforceable by each Party as a Released Party, as the context so provides.

(4) DETAILS OF RELATIONSHIP

(a) The details of the Relationship between the Parties ("the Relationship") are as follows:

________

(b) The dispute or claim to which this Deed relates arises out of or in connection with the Relationship.

(5) CONSIDERATION AND RELEASE

In consideration of:

(a) the execution of this Deed; and

(b) each Party's respective abandonment of its legal rights arising out of any Claims; and

(c) the Payment;

each Party ("the Releasing Party") hereby irrevocably and unconditionally releases and forever discharges each other Party ("the Released Party"), together with any officers, employees, directors, agents, contractors, related bodies corporate, assignees, successors or other representatives of the Released Party, from any and all Claims which the Releasing Party has or may at any time have or incur against the Released Party or any officers, employees, directors, agents, contractors, related bodies corporate, assignees, successors or other representatives of the Released Party (whether directly or indirectly) arising out of or in connection with the Relationship.

(6) PAYMENT

(a) In consideration for the release provided under clause 5 of this Deed, ________ must pay ________ the following amount ("Payment"):

$________ (________)

(b) The Payment must be made on or before ________ by electronic funds transfer to the following bank account:

Account name: ________
BSB: ________
Account number: ________

(7) RECEIPT OF PAYMENT

________ acknowledges receipt of the Payment (or, where the Payment is to be made after the Deed Date, will provide a receipt upon clearance of the Payment).

(8) SUFFICIENCY OF PAYMENT

________ acknowledges the sufficiency and adequacy of the Payment as consideration for the releases granted under this Deed.

(9) ACKNOWLEDGEMENT

The Parties further acknowledge and agree:

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(10) ENTIRE AGREEMENT

This Deed constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all prior negotiations, representations, understandings and agreements, whether written or oral, between the Parties in connection with the Relationship. The Parties each acknowledge that, in entering into this Deed, they have not relied on any representation, warranty or statement made by or on behalf of the other Party except as expressly set out in this Deed.

(11) FULL AND FINAL SETTLEMENT

Each Party respectively acknowledges and agrees that the Payment and the mutual releases set out in this Deed are the sole consideration under this Deed, and that they are accepted voluntarily for the purpose of creating a full and final settlement of any and all Claims for any losses, damages, injuries or otherwise that may arise out of or in connection with the Relationship.

(12) WARRANTIES REGARDING LEGAL ADVICE

(a) Each Party (which for the purposes of this clause is referred to as the "Warranting Party" as the context requires) respectively warrants:

(I) that the Warranting Party fully understands the terms and effect of this Deed;

(II) that the Warranting Party has had the opportunity to obtain independent legal advice in relation to the matters addressed by this Deed and the Warranting Party has either:

(A) taken such independent legal advice; or

(B) elected not to take such independent legal advice; and

(III) that the Warranting Party has not been induced to enter into this Deed by any representation, warranty, statement, promise or inducement made by the other Party or by any officer, employee, director, agent, contractor, assignee, successor or other representative of the other Party, except as expressly provided in this Deed.

(b) Each Party further warrants that it has the full power, capacity and authority to enter into and perform its obligations under this Deed, and that it has not assigned, transferred or otherwise dealt with any of the Claims released under this Deed.

(c) This clause survives the termination or expiration of this Deed.

(13) NO ADMISSION OF LIABILITY

Nothing in this Deed constitutes or is to be construed as an admission of liability or wrongdoing by any Party.

(14) CONFIDENTIALITY

(a) Subject to this clause, the Parties each respectively agree to keep the terms and provisions of this Deed and the circumstances giving rise to it confidential.

(b) Notwithstanding sub-clause (a), a Party may disclose any details of this Deed ("Details"):

(I) to its legal, financial, accounting or taxation advisors ("Advisors"), provided that the Party disclosing the Details first ensures that those Advisors are bound to keep the Details confidential on terms at least as onerous as those contained in this Deed;

(II) to the extent required to enforce this Deed or to plead this Deed as a bar to any proceedings; or

(III) as otherwise required by law, by court order, or by the requirement of any stock exchange or regulatory authority.

(c) This clause survives the termination or expiration of this Deed.

(15) NON-DISPARAGEMENT

The Parties each respectively agree not to disparage, denigrate or harm the reputation of the other Party or any officers, employees, directors, agents, contractors, assignees, successors or other representatives of the other Party, whether orally, in writing or otherwise.

(16) PRIVACY

Each Party agrees that, to the extent it collects, uses, holds or discloses any personal information in connection with this Deed, it will comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles.

(17) LEGAL COSTS

Each Party must pay its own legal costs of and incidental to the negotiation, preparation and execution of this Deed.

(18) GENERAL PROVISIONS

(a) GOVERNING LAW AND JURISDICTION: This Deed is governed by and construed in accordance with the laws of ________ and the applicable laws of the Commonwealth of Australia. Each Party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of ________ and the courts competent to determine appeals from those courts.

(b) LANGUAGE: All communications made or notices given pursuant to this Deed must be in the English language.

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(f) NO WAIVER: None of the powers or rights created under this Deed is deemed to have been waived by any act or acquiescence of any Party. A power or right under this Deed may only be waived in writing, signed by the Party waiving the power or right. No waiver of any power or right under this Deed constitutes a waiver of any other power or right or of the same power or right on a future occasion. Failure of any Party to enforce any term of this Deed does not constitute a waiver of that term or any other term.

(g) SEVERABILITY: If any provision or term of this Deed is held to be unenforceable, then this Deed is deemed amended to the extent necessary to render the otherwise unenforceable provision, and the rest of the Deed, valid and enforceable. If a court declines to amend this Deed as provided herein, the invalidity or unenforceability of any provision does not affect the validity or enforceability of the remaining terms and provisions, which are enforced as if the offending term or provision had not been included.

(h) NOTICES: Any notice required or permitted to be given under this Deed must be in writing and may be delivered personally, sent by prepaid post, or sent by email to the relevant Party at the address or email address last notified by that Party. A notice is deemed to have been received: if delivered personally, on the day of delivery; if sent by prepaid post, on the third Business Day after posting; and if sent by email, at the time of transmission, provided that if such time is not during the recipient's ordinary business hours on a Business Day, the notice is deemed received at the commencement of the next Business Day.

(i) COUNTERPARTS: This Deed may be executed in any number of counterparts, all of which together constitute one and the same instrument. If the dates of execution differ, this Deed is taken to be effective as of the date on which the last Party executed it.

(j) FORCE MAJEURE: Neither Party is liable to the other for any failure to perform any obligation under this Deed (other than an obligation to pay money) due to causes beyond its reasonable control, including but not limited to acts of God, acts of civil or military authorities, riots, embargoes, pandemics, acts of nature and natural disasters, and other unforeseen circumstances.

(k) FURTHER ACTS: Each Party must, and must ensure that its directors, employees, officers, agents, representatives and contractors do, all things and sign, execute and deliver all documents, agreements and instruments reasonably required in order to give effect to this Deed and to the rights and obligations of the Parties created under this Deed.

EXECUTED AS A DEED on ________

Signed, Sealed and Delivered by ________ (ACN ________) in accordance with section 127 of the Corporations Act 2001 (Cth) by:

___________________________________
Signature of director

____________________________________
Name of director: ________

___________________________________
Signature of director/company secretary

____________________________________
Name of director/company secretary: ________

Signed, Sealed and Delivered by ________ (ACN ________) in accordance with section 127 of the Corporations Act 2001 (Cth) by:

___________________________________
Signature of director

____________________________________
Name of director: ________

___________________________________
Signature of director/company secretary

____________________________________
Name of director/company secretary: ________