Deed of Release - Template, Sample Form to Fill out
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DEED OF RELEASE
This Deed of Release ("this Deed") is dated this _________________
BETWEEN
________ (ACN ________)
of the following address:
________
AND
________ (ACN ________)
of the following address:
________
(referred to herein as "Parties" or individually as "Party")
BACKGROUND
The Parties have a prior relationship as described in this Deed ("the Relationship").
The Parties have chosen to enter this Deed in order to settle any and all claims arising out of the Relationship, on the terms set out in this Deed.
In consideration of the agreements and covenants 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 New South Wales.
"Claims" means any claims, debts, demands, suits, actions, proceedings or other liabilities whatsoever (including any costs whether legal or otherwise) which a Party may have or may at any time incur against the other Party or any officers, employees, directors, agents, contractors, assignees, successors or other representatives of that other Party (whether directly or indirectly) in connection with the Relationship.
"Deed" means this Deed of Release.
"Deed Date" means _________________
"Parties" means parties to this Deed.
"Party" means a party to this Deed.
"Payment" means the payment described in the "Payment" clause of this Deed.
"Relationship" means the prior relationship between the Parties as described in the "Details of Relationship" clause of this Deed.
"Releasing Party" has the meaning provided in the "Consideration and Release" clause of this Deed.
"Released Party" has the meaning provided in the "Consideration and Release" clause of this Deed.
(2) INTERPRETATION
In this Deed, unless the context otherwise requires, the following rules of interpretation shall 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 New South Wales.
(f) In the event that something must be done under this Deed on or before a particular date, if 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.
(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 some other Claims, and that the terms of this Deed are binding upon the Party as a Releasing Party and enforceable by the 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 from 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 discharges each other Party ("the Released Party"), together with any officers, employees, directors, agents, contractors, assignees, successors or other representatives of the Released Party, from any and all Claims which the Releasing Party may have or may at any time incur against the Released Party or any officers, employees, directors, agents, contractors, assignees, successors or other representatives of the Released Party (whether directly or indirectly) in connection with the Relationship.
(6) PAYMENT
(a) In consideration for the release provided under the "Consideration and Release" clause of this Deed, ________ has paid ________ the following amount ("Payment"):
$________ (________)
(7) RECEIPT OF PAYMENT
________ hereby acknowledges receipt of the Payment.
(8) SUFFICIENCY OF PAYMENT
________ hereby acknowledges the sufficiency of the Payment as consideration.
(9) ACKNOWLEDGEMENT
The Parties hereby further acknowledge and agree:
(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 hereby expressly acknowledges and agrees that the Payment is the sole consideration under this Deed and that the Payment is 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 the Relationship.
(12) WARRANTIES REGARDING LEGAL ADVICE
(a) Each Party, (which for the purposes of this clause shall be referred to as the "Warranting Party" as the context requires) hereby respectively warrants:
(I) that the Warranting Party fully understands the terms 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.
(III) that the Warranting Party has not been induced to enter this Deed by any representation(s) made by the other Party or by any officer, employee, director, agent, contractor, assignee, successor or other representative of the other Party, except as provided in this Deed.
(b) This clause will survive termination or expiration of this Deed.
(13) NO ADMISSION OF LIABILITY
Nothing in this Deed constitutes an admission of liability by either Party.
(14) CONFIDENTIALITY
(a) Subject to this clause, the Parties each respectively hereby agree to keep the provisions of this Deed confidential.
(b) Notwithstanding the preceding sub-clause hereof, the Parties may disclose any details of this Deed ("Details"):
(I) to their respective legal or financial advisors ("Advisors") provided that the Party disclosing the Details to any such Advisors first ensures that those Advisors are legally bound to keep the Details confidential on terms at least as onerous as those contained in this Deed; or
(II) as otherwise required by law, by court order, or by the requirement of any stock exchange or regulatory authority.
(c) This clause will survive termination or expiration of this Deed.
(15) NON DISPARAGEMENT
The Parties each hereby 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 (if applicable).
(16) LEGAL COSTS
Each Party must pay its own legal costs of and incidental to this Deed.
(17) GENERAL PROVISIONS
(a) GOVERNING LAW: This Deed shall be governed in all respects by the laws of New South Wales and any applicable federal law. Both Parties consent to jurisdiction under the state and federal courts within New South Wales.
(b) LANGUAGE: All communications made or notices given pursuant to this Deed shall be in the English language.
(c) AMENDMENTS: This Deed may only be amended in writing signed by both Parties.
(d) RIGHTS, REMEDIES AND POWERS: Unless expressly provided in this Deed, any rights, remedies or powers which a Party acquires under this Deed are cumulative and apply in addition to any rights, remedies or powers which that Party may otherwise have. Unless expressly provided in this Deed, nothing in this Deed shall in any way reduce, extinguish, postpone, restrict or otherwise limit any right, remedy or power which that Party may have.
(e) SURVIVAL OF OBLIGATIONS: At the termination or expiration of this Deed, any provisions of this Deed which would by their nature be expected to survive termination or expiration shall remain in full force and effect, including but not limited to any provisions which are explicitly stated to survive termination and/or expiration.
(f) NO WAIVER: None of the powers or rights created under the terms of this Deed shall be deemed to have been waived by any act or acquiescence of either Party. A power or right under the terms of this Deed may only be waived in writing, signed by the Party that is waiving the said power or right. No waiver of any power or right under a term of this Deed shall constitute a waiver of any other power or right or of the same power or right on a future date. Failure of either Party to enforce any term of this Deed shall not constitute waiver of such term or any other term.
(g) SEVERABILITY: If any provision or term of this Deed is held to be unenforceable, then this Deed will be 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 of this Deed shall not affect the validity or enforceability of the remaining terms and provisions, which shall be enforced as if the offending term or provision had not been included in this Deed.
(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 counterparts, all of which shall constitute a single agreement. If the dates set forth at the end of this document are different, this Deed is to be considered effective as of the date that both Parties have signed the agreement, which may be the later date.
(j) FORCE MAJEURE/EXCUSE: Neither Party is liable to the other for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to 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 as 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 THIS ________
Signed Sealed and Delivered by ________ in accordance with s127 of the Corporations Act 2001 (Cth) by:
___________________________________
Signature of director
____________________________________
Name of director
___________________________________
Signature of director/secretary
____________________________________
Name of director/secretary
Signed Sealed and Delivered by ________ in accordance with s127 of the Corporations Act 2001 (Cth) by:
___________________________________
Signature of director
____________________________________
Name of director
___________________________________
Signature of director/secretary
____________________________________
Name of director/secretary
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