Mutual Release Agreement A Mutual Release Agreement formalizes the mutual release of claims between parties, specifying release terms, obligations, and the scope of claims being released.
WHEREAS, the Parties acknowledge that they may have existing or potential disputes, claims, or liabilities arising out of or in any way connected with their business relationship or any previous agreements or transactions between them (the "Disputes");
WHEREAS, the Parties desire to enter into this Agreement to release and discharge each other from any and all such Disputes and the related claims and liabilities and to prevent the initiation or continuation of any proceedings or actions in respect thereof;
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 agree as follows:
2.1. Mutual Releases
Each Party, on behalf of itself and its respective current and former affiliates, officers, directors, shareholders, members, employees, attorneys, agents, heirs, successors, and assigns (collectively, the "Releasing Parties"), does hereby fully, finally, and forever release, waive, and discharge the other Party, and its respective current and former affiliates, officers, directors, shareholders, members, employees, attorneys, agents, heirs, successors, and assigns (the "Released Parties"), from any and all manner of actions, causes of action, claims, demands, damages, debts, liabilities, costs, expenses (including attorneys' fees and costs), or losses of any kind or nature whatsoever (collectively, the "Claims"), whether known or unknown, suspected or unsuspected, that the Releasing Parties may now have or hereafter could have had against the Released Parties arising out of, pursuant to, or in connection with any of the Disputes to the extent permitted by applicable law.
2.2. No Admission of Liability
The execution of this Agreement and the acceptance of its terms by the Parties shall not be construed as or deemed to be evidence of or an admission of any liability or the validity of any claim or defense by any Party, all such liability and validity being expressly denied by each Party.
3.1. No Further Claims
Each Party hereby covenants and agrees that, following the execution of this Agreement, it shall make no further demands upon or assert any further Claims against the other Party or any of the other Released Parties with respect to any of the Disputes or matters covered by this Agreement, and shall not commence, continue, or participate in any actions or proceedings relating to such Claims.
3.2. Indemnification
Each Party shall indemnify, defend, and hold harmless the other Party and its respective Released Parties from and against any and all Claims, liabilities, losses, damages, or expenses (including reasonable attorneys' fees and costs) arising from or in connection with any demands, claims, or actions brought or initiated in contravention of this Agreement.
This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, and representations, both oral and written, with respect to such subject matter.
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the United States, without regard to its conflict of laws principles.
This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party hereto.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement.
This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns permitted hereunder.
In this Mutual Release Agreement, you will see the following sections:
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