MUTUAL RELEASE OF CLAIMS AND SETTLEMENT AGREEMENT
(State of Florida)
[// GUIDANCE: This template provides a comprehensive, court-ready Florida Mutual Release of Claims. Bracketed fields must be customized. Remove guidance comments prior to execution.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
- Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
This MUTUAL RELEASE OF CLAIMS AND SETTLEMENT AGREEMENT (this “Agreement”) is entered into effective as of [EFFECTIVE DATE] (the “Effective Date”) by and between:
- [RELEASOR LEGAL NAME], a [state & entity type], having its principal place of business at [address] (“Releasor”); and
- [RELEASEE LEGAL NAME], a [state & entity type], having its principal place of business at [address] (“Releasee”),
each a “Party” and together the “Parties.”
Recitals
A. A dispute has arisen relating to [brief description of claims, e.g., “alleged breach of contract dated …”] (the “Dispute”).
B. Without admitting liability, the Parties desire to fully and finally settle the Dispute and any other Claims (as defined below) upon the terms set forth herein.
C. Each Party acknowledges that adequate and legally sufficient consideration supports this Agreement, including but not limited to the [payment / transfer / other consideration] described below (the “Consideration”).
NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which the Parties acknowledge, the Parties agree as follows:
2. DEFINITIONS
Alphabetically-arranged defined terms apply throughout this Agreement:
“Affiliate” – With respect to any entity, any other entity controlling, controlled by, or under common control with such entity.
“Claim(s)” – Any and all past, present, or future claims, demands, causes of action, liabilities, obligations, damages, costs, attorneys’ fees, expenses, and rights of any kind whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, fixed or contingent, in law, equity, or otherwise, arising on or before the Effective Date.
“Consideration” – The consideration specified in Section 3.3.
“Dispute” – The controversy described in Recital A.
“Effective Date” – The date first written above.
“Florida Courts” – The state courts of competent jurisdiction located in [County], Florida.
“Released Parties” – Each Party and its respective past, present, and future Affiliates, predecessors, successors, assigns, owners, directors, officers, employees, agents, insurers, and representatives.
3. OPERATIVE PROVISIONS
3.1 Mutual Release. Subject to the exclusions in Section 3.2, each Party irrevocably and unconditionally releases, acquits, and forever discharges the other Party and all other Released Parties from any and all Claims.
3.2 Excluded Matters. The foregoing release does not apply to:
a. Obligations expressly created by this Agreement;
b. Claims arising from any breach of this Agreement; or
c. [Other statutory or agreed exclusions, if any].
3.3 Consideration.
a. (i) Releasee shall pay Releasor [amount in words and figures] in immediately available funds no later than [date or conditions]; and
b. (ii) Releasor shall deliver [description of consideration, if any].
The Parties stipulate that the Consideration is fair, reasonable, and sufficient under Florida law and expressly waive any right to contest the adequacy of consideration.
3.4 No Admission. This Agreement is a compromise of disputed claims and shall not be construed as an admission of liability or wrongdoing by any Party.
3.5 Tax Responsibility. Each Party shall be solely responsible for its own tax obligations, if any, arising from the Consideration.
3.6 Conditions Precedent. The releases herein become effective upon full receipt of the Consideration by the entitled Party.
4. REPRESENTATIONS & WARRANTIES
Each Party represents and warrants to the other that, as of the Effective Date:
a. Authority. It has full legal right, power, and authority to enter into this Agreement and to perform its obligations.
b. No Prior Assignment. It has not assigned, pledged, or otherwise transferred any Claim released herein.
c. Voluntary Execution. It has read this Agreement, understands its terms, and executes it voluntarily and without duress.
d. Independent Counsel. It has had the opportunity to consult with, and is relying upon, independent legal counsel of its choice.
The representations and warranties survive the execution and delivery of this Agreement.
5. COVENANTS & RESTRICTIONS
5.1 Covenant Not to Sue. Each Party covenants that it will not, directly or indirectly, commence, maintain, or voluntarily aid any Claim released herein against any Released Party.
5.2 Confidentiality. Except as required by law, the Parties shall keep the terms of this Agreement confidential.
[// GUIDANCE: Delete or tailor Section 5.2 if confidentiality is not required or prohibited.]
5.3 Further Assurances. Each Party shall execute and deliver any further documents reasonably necessary to effectuate the purposes of this Agreement.
6. DEFAULT & REMEDIES
6.1 Default. A “Default” occurs if a Party materially breaches any provision of this Agreement, including failure to deliver the Consideration.
6.2 Notice & Cure. The non-defaulting Party shall give written notice of Default and a [10]-day cure period.
6.3 Remedies. If the Default is not cured within the cure period, the non-defaulting Party may:
a. Enforce specific performance;
b. Recover damages (subject to Section 7.2); and
c. Recover reasonable attorneys’ fees and costs incurred in enforcement.
6.4 Exclusive Remedy. Section 6.3 constitutes the sole and exclusive remedy for breach, except as otherwise provided in this Agreement or required by law.
7. RISK ALLOCATION
7.1 Mutual Release. See Section 3.1.
7.2 Limitation of Liability. Except for fraud or willful misconduct, each Party’s aggregate liability under this Agreement shall not exceed the Consideration it received or is obligated to provide.
7.3 Indemnification for Breach of Covenant Not to Sue. A Party breaching Section 5.1 shall indemnify, defend, and hold harmless the Released Parties of the non-breaching side from all losses, including attorneys’ fees, arising out of such breach.
7.4 Force Majeure. No Party shall be liable for delay or failure in performance caused by events beyond its reasonable control, including acts of God, governmental actions, or natural disasters.
8. DISPUTE RESOLUTION
8.1 Governing Law. This Agreement is governed by, and construed in accordance with, the laws of the State of Florida, without regard to conflict-of-laws principles.
8.2 Forum Selection. The Parties irrevocably submit to the exclusive jurisdiction of the Florida Courts for any action arising out of or relating to this Agreement.
8.3 Optional Arbitration. If [“checked”], disputes shall be resolved by binding arbitration administered by [arbitration forum] in [location] in accordance with its rules.
[// GUIDANCE: Insert “checked” box or delete Section 8.3 if arbitration is not desired.]
8.4 Optional Jury Trial Waiver. IF [“checked”], EACH PARTY WAIVES ITS RIGHT TO A TRIAL BY JURY.
[// GUIDANCE: Florida permits contractual jury waivers when conspicuous; keep uppercase.]
8.5 Interim Relief. The Parties acknowledge injunctive relief is not applicable per Contract Metadata.
9. GENERAL PROVISIONS
9.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior agreements or understandings, written or oral.
9.2 Amendment; Waiver. No amendment or waiver is effective unless in a writing signed by both Parties. A waiver on one occasion is not a waiver on another.
9.3 Assignment. Neither Party may assign or delegate this Agreement without prior written consent of the other, except to a successor by merger or asset sale.
9.4 Severability; Reformation. If any provision is held unenforceable, the remaining provisions remain in effect, and the unenforceable provision shall be reformed to the minimum extent necessary to be enforceable.
9.5 Successors & Assigns. This Agreement binds and benefits the Parties and their respective successors and permitted assigns.
9.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original but all constitute one instrument. Signatures transmitted electronically (e.g., PDF or e-signature) are binding.
9.7 Headings; Interpretation. Headings are for convenience only. “Including” means “including without limitation.”
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
RELEASOR
[RELEASOR LEGAL NAME]
By: ____
Name: ____
Title: _____
Date: _________
RELEASEE
[RELEASEE LEGAL NAME]
By: ____
Name: ____
Title: _____
Date: _________
[// GUIDANCE: Florida does not generally require notarization for a release unless real property interests are involved. If desired, insert notary acknowledgment below.]
(End of Document)