MUTUAL RESCISSION AND RELEASE AGREEMENT
THIS MUTUAL RESCISSION AND RELEASE AGREEMENT (the "Agreement") is made this ________ (the "Effective Date").
BETWEEN
________, a ________ of the following address:
________ (hereinafter referred to as the "First Party").
AND
________, a ________ of the following address:
________ (hereinafter referred to as the "Second Party").
Each of the above may be individually referred to as a "Party" (which expression shall, where the context so admits, include its successors-in-title, personal representatives and permitted assigns) and collectively referred to as the "Parties".
RECITALS / BACKGROUND
WHEREAS:
(A) The Parties entered into a ________ (the "Original Contract") dated ________, which was established for the following purpose:
________
(B) The Parties acknowledge that neither Party has fully performed its respective obligations and duties stipulated in the Original Contract.
(C) The Parties have mutually resolved to rescind, cancel and bring the Original Contract to an end and to release and discharge each other from their respective obligations thereunder, upon the terms and conditions hereinafter contained.
NOW THEREFORE, in consideration of the mutual covenants, promises and assurances contained herein (the receipt and sufficiency of which are hereby acknowledged), the Parties HEREBY AGREE as follows:
1. RESCISSION AND TERMINATION OF THE ORIGINAL CONTRACT
1.1 With effect from the Effective Date, the Parties mutually agree that the Original Contract is hereby rescinded, cancelled and terminated, and shall become null, void and of no further force or effect whatsoever.
1.2 As from the Effective Date, neither Party shall have any further rights, obligations, duties, claims or liabilities of any nature whatsoever under or arising out of the Original Contract, save as expressly provided in this Agreement.
1.3 The rescission effected by this Agreement is intended to restore the Parties, so far as is reasonably practicable, to the position they would respectively have occupied had the Original Contract never been entered into.
2. SETTLEMENT AND ACCOUNTING BETWEEN THE PARTIES
2.1 In full and final settlement of all matters arising under the Original Contract, the Parties agree to the following adjustments and payments (if any): ________.
2.2 Where a payment is required under Clause 2.1, the sum of ________ shall be paid by ________ to ________ on or before ________.
2.3 Each Party shall promptly return to the other Party any property, documents, deposits, monies or materials delivered or advanced pursuant to the Original Contract and remaining in its possession or control as at the Effective Date.
3. MUTUAL RELEASE AND DISCHARGE
3.1 The Parties hereby mutually, fully, and forever release, acquit and discharge one another, together with their respective successors-in-title, assigns, agents, servants, employees, directors, officers and representatives, from any and all claims, demands, actions, causes of action, liabilities, debts, obligations, costs and expenses of whatsoever nature, whether known or unknown, presently existing or hereafter arising, in law or in equity, arising out of or in connection with the Original Contract.
3.2 Each Party further covenants and agrees not to bring, commence, institute or maintain any suit, action or proceeding against the other Party, whether before any court, tribunal or arbitral panel, in respect of any matter released under this Agreement, and this Agreement may be pleaded as an absolute bar and complete defence to any such suit, action or proceeding.
3.3 Nothing in this Clause 3 shall release either Party from its obligations arising under this Agreement.
4. REPRESENTATIONS AND WARRANTIES
4.1 Each Party represents and warrants to the other that it has full power, authority and legal capacity to enter into and perform this Agreement and that this Agreement constitutes a valid and binding obligation enforceable against it in accordance with its terms.
4.2 Each Party represents and warrants that it has not assigned, transferred or purported to assign or transfer to any third party any claim, right or interest under the Original Contract which is released under this Agreement.
4.3 Each Party acknowledges that it has entered into this Agreement freely and voluntarily, having had the opportunity to obtain independent legal advice, and not in reliance on any representation save as expressly set out herein.
5. CONFIDENTIALITY
5.1 The Parties shall keep the existence and terms of this Agreement, and the circumstances giving rise to it, strictly confidential, save where disclosure is required by law, by any court of competent jurisdiction or by any regulatory authority, or is made to a Party's professional advisers under a duty of confidence.
5.2 To the extent that the performance of this Agreement involves the processing of personal data, each Party shall comply with the provisions of the Nigeria Data Protection Act, 2023 and any regulations made thereunder.
6. FURTHER ASSURANCE
6.1 Each Party shall, at the request and cost of the requesting Party, promptly execute and deliver such further documents and do such further acts and things as may reasonably be required to give full effect to the provisions and intent of this Agreement.
7. ENTIRE AGREEMENT
7.1 This Agreement constitutes the entire understanding between the Parties with respect to the rescission of the Original Contract and supersedes all prior negotiations, representations, understandings and agreements, whether oral or written, relating thereto.
7.2 No variation or amendment of this Agreement shall be effective unless made in writing and duly executed by or on behalf of both Parties.
8. SEVERABILITY
8.1 If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be severed and the remaining provisions shall continue in full force and effect.
9. NO WAIVER
9.1 No failure or delay by either Party in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any further exercise of the same.
10. NOTICES
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11. DISPUTE RESOLUTION
11.1 The Parties shall use their best endeavours to settle any dispute arising out of or in connection with this Agreement amicably by negotiation.
11.2 Where any such dispute is not resolved within ________ days, the dispute shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Mediation Act, 2023, by a sole arbitrator to be appointed by agreement of the Parties or, failing agreement, by the appointing authority designated under the said Act. The seat of arbitration shall be ________ and the proceedings shall be conducted in the English language.
12. GOVERNING LAW
12.1 This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.
13. COUNTERPARTS
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IN WITNESS WHEREOF the Parties hereto have executed this Agreement in the manner hereinafter appearing the day and year first above written.
SIGNED by the within-named First Party:
________
______________________
in the presence of:
Name: ________
Address: ________
Occupation: ________
Signature: ......................................................................
SIGNED by the within-named Second Party:
________
______________________
in the presence of:
Name: ________
Address: ________
Occupation: ________
Signature: ......................................................................