Release and Settlement Agreement Resolves disputes or claims between parties, outlining the terms of settlement, including payments, releases, and confidentiality.
1.1. Legal Dispute
The Parties acknowledge that they were involved in certain legal disputes arising from or relating to a [briefly describe nature of dispute] (collectively, the "Dispute"). The Parties have agreed to resolve the Dispute in its entirety, including the potential exchange of payments and resolution of substantive issues, through this Agreement.
2.1. Payment Amount and Terms
In full and final settlement of the Dispute, Miller agrees to pay John the sum of [amount in words] dollars (US$[amount in numbers]) (the "Settlement Payment"). John shall provide Miller with an invoice for the Settlement Payment. Miller shall pay the Settlement Payment to John within [number] days from the date of receipt of a valid invoice.
3.1. Mutual Releases
Subject to the terms of this Agreement, each Party, for itself and on behalf of its affiliates, subsidiaries, agents, successors, assigns, employees, officers, and directors, completely and unconditionally releases, acquits, and forever discharges the other Party and its affiliates, subsidiaries, agents, successors, assigns, employees, officers, and directors, from any and all claims, liabilities, demands, rights, damages, expenses, costs, or causes of action of any kind or nature whatsoever, whether known or unknown, which have at any time existed, now exist, or may hereafter exist, arising out of or in any manner related to the matters described in the Dispute.
4.1. Confidential Information
Each Party acknowledges that, in the course of this Agreement, it may receive confidential or proprietary information belonging to the other Party. Confidential information shall include, but not be limited to, the terms of this Agreement, any financial information, trade secrets, proprietary data, and any other non-public information which is proprietary or confidential to the disclosing Party ("Confidential Information").
4.2. Non-Disclosure Agreement
Each Party agrees that it shall not make unauthorized use of, or disclose to any third party or otherwise exploit, the other Party's Confidential Information, except as specifically authorized by the disclosing Party or as required by law. Both Parties agree to keep the terms of this Agreement confidential, except as required by law, disclosure to financial or legal advisors, or as may be required for enforcement of the Agreement.
5.1. Each Party represents and warrants to the other that:
This Agreement, including any exhibits or attachments incorporated herein by reference, represents the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, negotiations, representations, and discussions between the Parties, whether oral or written, pertaining to the Dispute.
This Agreement may be amended or modified only upon the written agreement of the Parties. No waiver of any term of this Agreement shall be effective unless it is in writing and signed by the waiving Party.
This Agreement shall be governed by and construed in accordance with the laws of the United States, without regard to its conflict of laws provisions. In the event of litigation between the Parties arising out of or related to this Agreement, the Parties agree to submit to the exclusive jurisdiction of the federal and state courts located within the United States.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument. Transmission by facsimile or electronic means of an executed counterpart to this Agreement shall be deemed to constitute due and sufficient delivery.
In this Release and Settlement Agreement, you will see the following sections:
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