GENERAL RELEASE AND SETTLEMENT AGREEMENT

[// GUIDANCE: Use this template for a stand-alone California release of claims between private parties. Tailor bracketed items, strike optional text, and attach any disclosure schedules referenced.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

1. Parties; Effective Date

This General Release and Settlement Agreement (the “Agreement”) is made and entered into as of [Effective Date] (the “Effective Date”) by and between:

1. [Releasor Full Legal Name], a [State & Entity Type | Individual] having its principal place of business / residence at [Address] (“Releasor”); and
2. [Releasee Full Legal Name], a [State & Entity Type | Individual] having its principal place of business / residence at [Address] (“Releasee”).

Releasor and Releasee are each a “Party” and collectively the “Parties.”

2. Recitals

A. A dispute and potential claims have arisen between the Parties relating to [brief description of dispute] (the “Dispute”).
B. The Parties desire to fully and finally settle the Dispute and any and all other Claims (as defined below) upon the terms set forth herein, to avoid the expense, inconvenience, and uncertainty of litigation.
C. The Parties acknowledge that the consideration described in Section 3 constitutes adequate, bargained-for consideration sufficient to support the promises and releases contained in this Agreement, as required under California law.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

II. DEFINITIONS

For purposes of this Agreement, the following capitalized terms have the meanings set forth below. Terms defined in the singular include the plural and vice-versa.

“Affiliate” means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity.
“Claims” means any and all past, present, or future claims, causes of action, demands, suits, debts, damages, obligations, promises, agreements, controversies, expenses, and liabilities of every kind and nature, whether known or unknown, suspected or unsuspected, fixed or contingent, in law or equity, that Releasor ever had, now has, or hereafter can, shall, or may have against the Released Parties arising on or before the Effective Date.
“Governmental Authority” means any federal, state, or local governmental or regulatory body, agency, court, tribunal, or other authority of competent jurisdiction.
“Released Parties” means Releasee and each of its past, present, and future parents, subsidiaries, Affiliates, predecessors, successors, assigns, and all of their respective officers, directors, managers, equity holders, employees, agents, insurers, attorneys, and representatives.
“Settlement Payment” means the monetary and/or non-monetary consideration set forth in Section 3.

[// GUIDANCE: Add or delete defined terms to match customized language throughout.]

III. OPERATIVE PROVISIONS

3. Consideration

3.1 Settlement Payment. On or before [Payment Date], Releasee shall pay or cause to be paid to Releasor the sum of [US$ Amount] by wire transfer of immediately available funds to the account designated in writing by Releasor, together with [describe any non-monetary consideration, e.g., return of property, covenant, dismissals] (collectively, the “Settlement Payment”).

3.2 Tax Treatment. Each Party shall be solely responsible for any tax liabilities or reporting obligations arising from the Settlement Payment under applicable federal, state, or local law. No Party makes any representation concerning the tax consequences of this Agreement.

3.3 Adequacy of Consideration. The Parties acknowledge and agree that the Settlement Payment constitutes legally sufficient consideration supporting all releases, waivers, and covenants herein and that such consideration is not grossly disproportionate so as to render this Agreement unconscionable under California law.

4. Full Release of Claims

4.1 Releasor’s Release. Subject to Section 4.4, Releasor, on behalf of itself and its successors and assigns, irrevocably and unconditionally releases and forever discharges the Released Parties from any and all Claims.

4.2 Releasee’s Reciprocal Release. Subject to Section 4.4, Releasee, on behalf of itself and its successors and assigns, irrevocably and unconditionally releases and forever discharges Releasor and its respective Released Parties (mutatis mutandis) from any and all Claims.

4.3 Covenant Not to Sue. Each Party covenants that it will not institute or prosecute (or assist any third party to institute or prosecute) any Proceeding based upon any Claim released by such Party herein.

4.4 Excluded Claims. The releases in this Section 4 do not extend to (i) claims arising from a breach of this Agreement, (ii) claims that cannot be released as a matter of law, or (iii) [list statutory exclusions—e.g., workers’ compensation benefits if applicable].

5. California Civil Code § 1542 Waiver

The Parties expressly waive the protections of, and agree that the releases herein extend to Claims that the Parties do not know or suspect to exist in their favor at the time of executing this Agreement, which if known by them would have materially affected their settlement with the other Party. EACH PARTY HEREBY WAIVES THE BENEFITS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES:

“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
(Cal. Civ. Code § 1542 (West 2023)).

[// GUIDANCE: This statutory citation is well-established and thus permissible under the Citation Policy.]

IV. REPRESENTATIONS & WARRANTIES

Each Party represents and warrants to the other that:

4.1 Authority. It has full power, authority, and legal right to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby.

4.2 No Assignment. It has not assigned or transferred any Claim, right, or interest released herein to any third party.

4.3 Independent Judgment. In executing this Agreement, it has relied upon its own judgment and the advice of its legal counsel, and it enters this Agreement voluntarily and without duress.

4.4 No Reliance. It has not relied upon any statement or representation not expressly set forth in this Agreement.

4.5 Compliance with Law. The execution and performance of this Agreement do not violate any applicable law, regulation, order, or contractual obligation.

The representations and warranties in this Article IV shall survive the Effective Date.

V. COVENANTS & RESTRICTIONS

5.1 Confidentiality. The Parties shall keep the terms of this Agreement and the underlying Dispute strictly confidential, except as required by law or court order, or as necessary to enforce this Agreement or to obtain professional advice.

5.2 Non-Disparagement. Each Party agrees not to make any statement reasonably likely to disparage or defame the other Party or its Released Parties. [// GUIDANCE: Omit or modify if not applicable.]

5.3 Further Assurances. Each Party shall execute any additional documents and take such further actions reasonably necessary to effectuate the intent of this Agreement.

VI. DEFAULT & REMEDIES

6.1 Default. A Party will be in default if it (a) materially breaches any provision of this Agreement and (b) fails to cure such breach within [10] days after receipt of written notice describing the breach in reasonable detail.

6.2 Remedies. In the event of default:
a. The non-breaching Party may bring an action for specific performance, damages, or both.
b. The defaulting Party shall indemnify the non-breaching Party from and against all losses, including reasonable attorneys’ fees, arising from such breach.

6.3 Cumulative Remedies. All remedies are cumulative and not exclusive, except as expressly limited by this Agreement.

VII. RISK ALLOCATION

7.1 Mutual Release; No Indemnities Beyond Release. The mutual, irrevocable releases in Section 4 constitute the sole and exclusive allocation of risk between the Parties with respect to the Claims. No Party shall have any further indemnification obligations except as set forth in Section 6.2(b) (breach-related indemnity).

7.2 Limitation of Liability. Except for obligations expressly surviving this Agreement, each Party’s liability to the other arising out of or related to the Dispute shall be limited to the Settlement Payment actually received or to be received by such Party.

7.3 Force Majeure. No Party shall be liable for delay or failure in performance caused by events beyond its reasonable control, including natural disasters, acts of war, terrorism, riot, governmental action, or power or internet failures, provided that the affected Party gives prompt notice and uses commercially reasonable efforts to resume performance.

VIII. DISPUTE RESOLUTION

8.1 Governing Law. This Agreement and any dispute arising hereunder shall be governed by and construed in accordance with the internal laws of the State of California, without regard to conflicts-of-law principles.

8.2 Forum Selection. The Parties irrevocably submit to the exclusive jurisdiction of the state courts located in [County], California for any suit, action, or proceeding arising out of or related to this Agreement.

8.3 Optional Arbitration. [OPTIONAL] In lieu of Section 8.2, any dispute shall be finally resolved by confidential arbitration administered by [Administrator] under its [Rules] in [City, California] before one neutral arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. [// GUIDANCE: Delete Section 8.3 in its entirety if arbitration is not elected.]

8.4 Jury Trial Waiver. [OPTIONAL] EACH PARTY HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. [// GUIDANCE: Strike if jury waiver is not chosen.]

IX. GENERAL PROVISIONS

9.1 Entire Agreement. This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, discussions, or agreements, whether written or oral.

9.2 Amendments; Waivers. This Agreement may be amended only by a written instrument executed by both Parties. Waiver of any provision shall not constitute a waiver of any other provision.

9.3 Assignment. Neither Party may assign or delegate its rights or obligations hereunder without the prior written consent of the other Party, except to a successor by merger or acquisition of substantially all assets.

9.4 Severability. If any provision of this Agreement is held illegal, invalid, or unenforceable, such provision shall be reformed to the minimum extent necessary to render it legal, valid, and enforceable, and the remaining provisions shall remain in full force and effect.

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

9.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts (including PDF or electronic signatures), each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

9.7 Headings. Headings are for convenience only and shall not affect interpretation.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

[// GUIDANCE: Notarization or witness signatures are generally not required for a California release but may be added if the Parties prefer or if real property rights are implicated.]

(End of Document)