SETTLEMENT AGREEMENT AND MUTUAL RELEASE
State of ________
This Settlement Agreement and Mutual Release (the “Agreement”) is entered into and made effective as of ________ (the “Effective Date”) by and between the following parties: ________ (the “Plaintiff”), a corporation organized and existing under the laws of the State of ________, having its principal place of business at the following address:
________
Email: ________
and ________ (the “Defendant”), a corporation organized and existing under the laws of the State of ________, having its principal place of business at the following address:
________
Email: ________
Plaintiff and Defendant may be referred to individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, Plaintiff commenced a legal action against Defendant on or about ________ (the “Lawsuit”);
WHEREAS, the Lawsuit was filed in the following court: ________;
WHEREAS, the Lawsuit is captioned ________, Case No. ________;
WHEREAS, the Lawsuit is based upon the following facts:
________;
WHEREAS, in the Lawsuit, Plaintiff alleged the following causes of action (the “Claims”):
________;
WHEREAS, Defendant has denied, and continues to deny, each and all of Plaintiff’s Claims and any liability whatsoever;
WHEREAS, the Parties, without any admission of liability and solely to avoid the burden, expense, inconvenience, and uncertainty of continued litigation, desire to fully and finally compromise, settle, and resolve any and all disputes, claims, and controversies between them arising out of or relating to the Lawsuit;
NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
§ 1 — INCORPORATION OF RECITALS
The Parties agree that the foregoing recitals are true and correct and accurately describe the Lawsuit. The recitals are incorporated by reference into and made a material part of this Agreement.
§ 2 — SETTLEMENT AMOUNT AND PAYMENT TERMS
2.1 In full and final settlement of all Claims, issues, and disputes between the Parties arising from or relating to the Lawsuit, Defendant shall pay to Plaintiff the total sum of $________ (________) (the “Settlement Amount”).
2.2 The Settlement Amount shall be paid to Plaintiff’s attorney, whose contact information is as follows:
________
2.3 The Settlement Amount shall be paid within ________ days after Defendant’s attorney receives a fully executed counterpart of this Agreement. Defendant’s attorney may be reached as follows:
________
2.4 Payment of the Settlement Amount shall be made by certified or cashier’s check or by wire transfer of immediately available funds, as the Parties may mutually agree. Wire transfer instructions, if applicable, shall be provided in writing as follows: ________.
2.5 Each Party shall be solely responsible for its own tax liabilities, if any, arising from the payment or receipt of the Settlement Amount, and no Party makes any representation to any other Party regarding the tax treatment thereof.
§ 3 — ADDITIONAL TERMS
3.1 Defendant agrees to the following additional terms:
________
3.2 Such additional terms shall be completed prior to Plaintiff’s dismissal of the Lawsuit.
§ 4 — DISMISSAL OF THE LAWSUIT
Within ten (10) days after receipt of the Settlement Amount and satisfaction of the additional terms set forth in § 3, Plaintiff shall file a stipulation and proposed order dismissing all Claims in the Lawsuit with prejudice, with each Party to bear its own costs and attorneys’ fees. Plaintiff shall execute and deliver any documents reasonably necessary to effectuate such dismissal.
§ 5 — NO ADMISSION OF WRONGDOING
The Parties acknowledge and agree that this Agreement is a compromise of disputed claims and that nothing contained herein, nor the execution or performance hereof, shall be construed as or constitute an admission of liability, fault, or wrongdoing by any Party. This Agreement shall not be admissible in any proceeding except one to enforce its terms.
§ 6 — RELEASE OF CLAIMS
6.1 In consideration of the Settlement Amount and the mutual promises set forth in this Agreement, Plaintiff hereby fully and forever releases, acquits, and discharges Defendant, together with its parents, subsidiaries, affiliates, officers, directors, shareholders, members, employees, agents, attorneys, insurers, predecessors, successors, and assigns, from any and all claims, demands, causes of action, damages, costs, expenses, attorneys’ fees, and liabilities of any kind whatsoever, whether known or unknown, suspected or unsuspected, fixed or contingent, at law or in equity, that arise out of or relate to the Lawsuit or the facts and transactions underlying the Lawsuit.
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6.3 The Parties acknowledge that they may hereafter discover facts in addition to or different from those they now know or believe to be true with respect to the subject matter of this release, and they expressly waive and relinquish, to the fullest extent permitted by applicable law, any and all rights and benefits conferred by any statute or common-law principle that would otherwise limit the effect of a release to claims known or suspected to exist at the time of execution.
6.4 This release shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors, and assigns.
§ 7 — CONFIDENTIALITY
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§ 8 — BINDING EFFECT
This Agreement shall be binding upon and inure to the benefit of the Parties and their respective parents, subsidiaries, affiliates, officers, directors, shareholders, members, employees, agents, attorneys, insurers, heirs, successors, and assigns.
§ 9 — ATTORNEYS’ FEES AND EXPENSES
Except as otherwise expressly provided herein, each Party shall bear its own attorneys’ fees, costs, and expenses incurred in connection with the Lawsuit and the negotiation, drafting, and execution of this Agreement. In any action or proceeding to enforce or interpret this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs.
§ 10 — REPRESENTATIONS AND WARRANTIES
10.1 Each Party represents and warrants that it has the full power, authority, and capacity to enter into this Agreement and that the individual executing this Agreement on its behalf is duly authorized to do so.
10.2 Plaintiff represents and warrants that it has not sold, assigned, transferred, conveyed, or otherwise disposed of, in whole or in part, any of the claims or causes of action released in this Agreement.
10.3 The Parties represent and warrant that they have entered into this Agreement without reliance on any promise or representation of any other Party, except those expressly set forth herein.
§ 11 — ENTIRE AGREEMENT
This Agreement constitutes the entire understanding and agreement between the Parties with respect to its subject matter and supersedes and replaces all prior or contemporaneous agreements, negotiations, representations, and understandings, whether written or oral, regarding the Lawsuit or the Settlement Amount.
§ 12 — GOVERNING LAW AND VENUE
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. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in ________ for any action arising out of or relating to this Agreement.
§ 13 — SEVERABILITY
If any provision or sub-provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction or a duly appointed arbitrator, the remaining provisions and sub-provisions shall be enforced to the maximum extent permitted by law, and the remainder of this Agreement shall continue in full force and effect.
§ 14 — MODIFICATION
This Agreement may not be amended, modified, or waived except by a written instrument signed by all Parties.
§ 15 — ADVICE OF COUNSEL
Each Party acknowledges that it has either received the advice of independent legal counsel regarding this Agreement or has knowingly and voluntarily waived its right to do so. Each Party fully understands the contents and legal effect of this Agreement and enters into it freely and voluntarily.
§ 16 — COUNTERPARTS AND ELECTRONIC SIGNATURES
This Agreement may be executed in one or more 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, and electronic signatures complying with the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) and the Uniform Electronic Transactions Act, shall be deemed valid and binding.
EXECUTION
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
Name: ________
Representative Name: ________
Representative Signature: _____________________________
Representative Title: ________
Date: ________
Name: ________
Representative Name: ________
Representative Signature: _____________________________
Representative Title: ________
Date: ________