Mutual Rescission and Release Agreement - Template Form

MUTUAL RESCISSION AND RELEASE AGREEMENT

State of ________

This Mutual Rescission and Release Agreement (this “Agreement” or “Rescission”) is entered into and made effective as of ________ (the “Effective Date”), by and between the following parties:

________, a corporation organized and existing under the laws of the State of ________, having its principal place of business at the following address:

________

and

________, a corporation organized and existing under the laws of the State of ________, having its principal place of business at the following address:

________

Herein, “Party A” shall refer to and describe ________. “Party B” shall refer to and describe ________.

Party A and Party B may each be referred to individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, Party A and Party B entered into a contract with each other entitled ________ (the “Contract”);

WHEREAS, the Contract concerned the following subject matter:

________

WHEREAS, the Contract was executed on ________ and is attached hereto as Exhibit A;

WHEREAS, the Parties acknowledge and agree that each desires to rescind the Contract, and that neither Party has fully performed its respective obligations under the Contract;

WHEREAS, Party A and Party B are the only parties to the Contract, and hereby agree to fully rescind the Contract and release each other from any remaining duties or obligations thereunder;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

§ 1. Rescission.

1. The Parties hereby mutually rescind, cancel, and terminate the Contract in its entirety, effective as of the Effective Date.
2. Upon such rescission, the Contract shall be deemed null and void ab initio, and of no further force or effect, and neither Party shall have any further rights, duties, or obligations under the Contract.
3. The Parties agree to be restored, to the extent practicable, to their respective positions as they existed immediately prior to the execution of the Contract. Each Party shall promptly return to the other any consideration, property, deposits, or documents received under the Contract, and the Parties shall account between themselves for any amounts owing in connection with such restoration in the amount of ________, payable by ________ to ________ on or before ________.

§ 2. Mutual Release.

1. Each Party, on behalf of itself and its respective officers, directors, shareholders, employees, agents, affiliates, successors, and assigns, hereby fully, finally, and forever releases, acquits, and discharges the other Party and its respective officers, directors, shareholders, employees, agents, affiliates, successors, and assigns from any and all claims, demands, actions, causes of action, suits, debts, liabilities, damages, costs, and expenses of every kind and nature, whether known or unknown, arising out of, relating to, or in connection with the Contract or the Parties’ relationship under the Contract.
2. Each Party waives any right to assert, bring, or maintain any claim or action related to the Contract, whether now existing or hereafter arising.
3. To the extent permitted by applicable law, each Party expressly waives the benefit of any statute or rule of law that would otherwise limit the effect of a general release as to claims that the releasing Party does not know or suspect to exist in its favor as of the Effective Date.

§ 3. No Admission of Liability. This Agreement is entered into solely to rescind the Contract and resolve the Parties’ obligations thereunder, and shall not be construed as an admission of liability, fault, or wrongdoing by either Party.

§ 4. Representations and Warranties. Each Party represents and warrants that: (a) it has full power, authority, and legal capacity to enter into and perform this Agreement; (b) the person executing this Agreement on its behalf is duly authorized to do so; (c) it has not assigned or transferred any claim released hereunder to any third party; and (d) it has had the opportunity to consult with counsel of its choosing prior to executing this Agreement.

§ 5. Entire Agreement. This Agreement, together with Exhibit A, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and representations, whether written or oral.

§ 6. Amendment. This Agreement may be amended or modified only by a written instrument signed by both Parties.

§ 7. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to render it enforceable.

§ 8. No Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom enforcement is sought, and no such waiver shall constitute a continuing waiver.

§ 9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of ________, without regard to its conflict-of-laws principles.

§ 10. Venue and Jurisdiction. The Parties irrevocably submit to the exclusive jurisdiction and venue of the state and federal courts located in ________ for the resolution of any dispute arising out of or relating to this Agreement.

§ 11. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

§ 12. Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted electronically or by facsimile shall be deemed original signatures for all purposes.

EXECUTION

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PARTY A: ________

Representative Name: ________

Representative Signature: ______________________________

Representative Title: ________

Date: ________

PARTY B: ________

Representative Name: ________

Representative Signature: ______________________________

Representative Title: ________

Date: ________

EXHIBIT A

Copy of the Original Contract