Mutual Rescission and Release Agreement - Template Form

MUTUAL RESCISSION AND RELEASE AGREEMENT

This Mutual Rescission and Release Agreement, hereinafter referred to as "Agreement" is entered into and made effective as at ________:

BETWEEN:

________

Of the Following address:

________

AND:

________

Of the following address:

________

RECITALS:

WHEREAS, each party under this Agreement may be referred to individually as "Party" and collectively as the "Parties".

WHEREAS, the Parties entered into a contract dated ________, entitled as follows (the "Contract"):

________;

WHEREAS, the Contract was regarding the following subject matter:

________;

WHEREAS, the Contract is hereto attached and marked as Annexure A;

WHEREAS, the Parties wish to rescind the Contract;

NOW, therefore, in consideration of the promises and covenants contained herein, as well as other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties do hereby agree as follows:

(1) ACKNOWLEDGEMENT:

The Parties each acknowledge and agree that although the Parties have not fully performed their respective obligations under the Contract, each Party desires to rescind the Contract.

(2) RESCISSION:

(a) The Parties mutually agree that the Contract is to be rescinded as of the date of this Agreement.

(b) The Parties mutually agree that no Party has any continuing obligations or duties under the Contract, and no Party has any continuing rights under the Contract.

(3) MUTUAL RELEASE:

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(4) WARRANTIES REGARDING LEGAL ADVICE:

Each Party, (which for the purposes of this clause shall be referred to as the "Warranting Party" as the context requires) hereby respectively warrants:

(a) that the Warranting Party fully understands the terms of this Agreement.

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

(I) taken such independent legal advice; or

(II) elected not to take such independent legal advice.

(c) that the Warranting Party has not been induced to enter this Agreement by any representation(s) made by any other Party or by any officer, employee, director, agent, contractor, assignee, successor or other representative of any other Party, except as provided in this Agreement.

(5) GENERAL PROVISIONS:

(a) GOVERNING LAW: This Agreement 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 Agreement shall be in the English language.

(c) ASSIGNMENT: Neither Party may assign, transfer or otherwise deal with its rights or obligations under this Agreement without the prior written consent of the other Party.

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(g) NO WAIVER: None of the powers or rights created under the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of either Party. A power or right under the terms of this Agreement 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 Agreement 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 Agreement shall not constitute waiver of such term or any other term.

(h) SEVERABILITY: If any provision or term of this Agreement is held to be unenforceable, then this Agreement will be deemed amended to the extent necessary to render the otherwise unenforceable provision, and the rest of the Agreement, valid and enforceable. If a court declines to amend this Agreement as provided herein, the invalidity or unenforceability of any provision of this Agreement 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 Agreement.

(i) ENTIRE AGREEMENT: In relation to the subject matter of this Agreement, this Agreement constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous understandings, whether written or oral.

(j) COUNTERPARTS: This Agreement 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 Agreement is to be considered effective as of the date that both Parties have signed the Agreement, which may be the later date.

(k) 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.

(l) 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 Agreement and to the rights and obligations of the Parties created under this Agreement.

EXECUTED AS AN AGREEMENT THIS ________

Signed for and on behalf of ________ :

..................................................
________

In the presence of:

..................................................
Witness Signature

..................................................
Witness Name

..................................................
Witness Occupation

..................................................

..................................................
Witness Address

Signed for and on behalf of ________ :

..................................................
________

In the presence of:

..................................................
Witness Signature

..................................................
Witness Name

..................................................
Witness Occupation

..................................................

..................................................
Witness Address

Annexure A

Attach here a copy of the contract which is being rescinded.