MUTUAL RELEASE OF CLAIMS
(Georgia – State Law Governed)
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
3.1 Mutual Release
3.2 Consideration
3.3 Scope of Released Matters - Representations & Warranties
- Covenants & Continuing Obligations
- Default & Remedies
- Risk Allocation
7.1 Mutual Release/Indemnification
7.2 Limitation of Liability
7.3 Force Majeure - Dispute Resolution
8.1 Governing Law & Forum Selection
8.2 Optional Arbitration
8.3 Optional Jury Trial Waiver - General Provisions
- Execution Block
1. DOCUMENT HEADER
Mutual Release of Claims (the “Agreement”)
This Agreement is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”), by and between [RELEASOR LEGAL NAME], a [STATE OF ORGANIZATION & ENTITY TYPE] with principal place of business at [ADDRESS] (“Releasor”), and [RELEASEE LEGAL NAME], a [STATE OF ORGANIZATION & ENTITY TYPE] with principal place of business at [ADDRESS] (“Releasee,” and together with Releasor, the “Parties,” and each, a “Party”).
Recitals
A. A dispute or potential dispute has arisen between the Parties relating to [BRIEF DESCRIPTION OF MATTERS] (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 and conditions set forth herein, and each Party acknowledges that adequate consideration supports this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
[// GUIDANCE: Customize Recital B to reflect the relationship and underlying controversy to strengthen enforceability in Georgia by demonstrating clarity of intent.]
2. DEFINITIONS
For purposes of this Agreement, the following capitalized terms have the meanings set forth below. Defined terms may be used in the singular or plural as the context requires.
“Claim” means any and all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, demands, liabilities, obligations and rights of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, absolute or contingent, direct or derivative, at law or in equity, in contract, tort, statute or otherwise, that either Party ever had, now has, or hereafter can, shall or may have, arising out of or relating to any matter occurring on or before the Effective Date.
“Confidential Information” has the meaning ascribed in Section 5.2.
“Georgia Unconscionability Standards” means the principles set forth under Georgia common law voiding agreements that are procedurally or substantively unconscionable.
“Party” and “Parties” have the meanings given in the Document Header.
“Released Matters” has the meaning set forth in Section 3.3(a).
[// GUIDANCE: Add additional defined terms as needed for industry- or transaction-specific releases.]
3. OPERATIVE PROVISIONS
3.1 Mutual Release.
(a) Subject to the terms of this Agreement and upon receipt of the Consideration (as defined below), Releasor irrevocably and unconditionally releases, acquits, and forever discharges Releasee and Releasee’s predecessors, successors, parents, subsidiaries, affiliates, officers, directors, shareholders, members, partners, employees, agents, insurers and assigns (collectively, the “Releasee Parties”) from the Released Matters.
(b) Upon receipt of the Consideration, Releasee likewise irrevocably and unconditionally releases, acquits, and forever discharges Releasor and Releasor’s predecessors, successors, parents, subsidiaries, affiliates, officers, directors, shareholders, members, partners, employees, agents, insurers and assigns (collectively, the “Releasor Parties”) from the Released Matters.
[// GUIDANCE: The mutual structure reflects the “mutual_release” metadata. Delete subsection (b) for a unilateral release.]
3.2 Consideration.
(a) In exchange for the releases herein, [PAYING PARTY] shall pay or otherwise deliver to [RECEIVING PARTY] the following consideration (collectively, the “Consideration”): [DESCRIPTION; e.g., USD X, waiver of invoice #_, transfer of title to ] on or before [DATE OR MILESTONE].
(b) The Parties acknowledge that (i) Georgia law requires legally sufficient consideration to support a release; (ii) the Consideration provided herein is adequate and bargained-for; and (iii) each Party would not enter this Agreement absent such Consideration.
3.3 Scope of Released Matters.
(a) The term “Released Matters” means all Claims that either Party, on behalf of itself and its respective Releasor or Releasee Parties, has or may have against the other Party and its Releasee or Releasor Parties arising on or before the Effective Date, whether asserted or unasserted, known or unknown, including but not limited to those arising out of, relating to, or in connection with the Dispute.
(b) Each Party expressly waives the benefits of any statute or common-law principle that might otherwise limit the full scope of this release to Claims that are known or suspected at the time of execution, and each Party understands that hereafter it may discover facts in addition to or different from those it now knows or believes to be true, but it nonetheless intends to and does fully, finally and forever settle and release any and all Claims.
(c) Notwithstanding anything to the contrary, the Released Matters do not include:
(i) obligations created by or arising under this Agreement;
(ii) Claims arising from acts or omissions occurring after the Effective Date;
(iii) [OTHER EXPRESS EXCLUSIONS, if any].
4. REPRESENTATIONS & WARRANTIES
Each Party represents and warrants to the other Party that:
4.1 Authority. It has full power and authority to execute, deliver and perform this Agreement, and the execution, delivery and performance have been duly authorized by all necessary corporate or other organizational action.
4.2 No Assignment of Claims. It has not assigned, conveyed, or otherwise transferred any Claim released herein to any third party.
4.3 Independent Judgment. It has had an opportunity to consult with independent counsel of its own choosing; has voluntarily executed this Agreement; and is not relying on any representation not expressly set forth herein.
4.4 No Violation. Entering into and performing under this Agreement will not violate any applicable law, regulation, order, or agreement by which it is bound.
4.5 Survival. The representations and warranties in this Section 4 shall survive the execution and delivery of this Agreement.
5. COVENANTS & CONTINUING OBLIGATIONS
5.1 No Future Litigation. Each Party covenants that it shall not institute, prosecute, or assist in the prosecution of any suit, arbitration, or other proceeding based upon any Released Matter.
5.2 Confidentiality. The terms and existence of this Agreement (collectively, “Confidential Information”) shall be kept strictly confidential, except to the extent disclosure is required (i) by applicable law, regulation, or valid subpoena, (ii) to legal, accounting, or tax advisors bound by confidentiality obligations, or (iii) with the prior written consent of the other Party.
5.3 Non-Disparagement. Each Party agrees not to make any statement, written or oral, that disparages the other Party or its respective affiliates, officers, directors, employees, or products/services.
[// GUIDANCE: Omit or narrow Section 5.3 if the release context (e.g., regulatory settlement) renders non-disparagement unenforceable.]
6. DEFAULT & REMEDIES
6.1 Events of Default. A Party commits an “Event of Default” if it:
(a) Fails to pay or deliver the Consideration when due;
(b) Breaches any representation, warranty, or covenant herein; or
(c) Challenges the enforceability of this Agreement.
6.2 Notice & Cure. The non-defaulting Party shall provide written notice specifying the nature of the default. The defaulting Party shall have [CURE PERIOD, e.g., 10] days to cure.
6.3 Remedies. If the defaulting Party fails to cure within the Cure Period, the non-defaulting Party may:
(i) seek monetary damages capped as provided in Section 7.2;
(ii) enforce the Agreement by specific performance; and/or
(iii) recover its reasonable attorneys’ fees and costs incurred in enforcing this Agreement.
[// GUIDANCE: Injunctive relief was marked “not_applicable” in metadata; thus, it is intentionally omitted from available remedies.]
7. RISK ALLOCATION
7.1 Mutual Release/Indemnification.
Each Party agrees to defend, indemnify, and hold harmless the other Party and its Releasee/Releasor Parties from and against any Claims brought by third parties based on or arising out of a breach of this Agreement by the indemnifying Party.
7.2 Limitation of Liability.
Except for liability arising from a Party’s willful misconduct or fraud, each Party’s aggregate liability under or in connection with this Agreement shall not exceed the total amount of the Consideration actually paid or delivered. The Parties acknowledge that this limitation is a material inducement for entering this Agreement and is consistent with the “consideration_provided” liability cap specified in the metadata.
7.3 Force Majeure.
Neither Party shall be liable for any delay or failure in performance due to events beyond its reasonable control (including acts of God, war, epidemic, governmental action, or natural disaster), provided the affected Party gives prompt notice and uses commercially reasonable efforts to resume performance.
8. DISPUTE RESOLUTION
8.1 Governing Law & Forum Selection.
This Agreement and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflicts-of-law rules. Each Party irrevocably submits to the exclusive jurisdiction of the state courts located in [COUNTY], Georgia, and waives any objection based on inconvenient forum or lack of personal jurisdiction.
8.2 Optional Arbitration.
[OPTIONAL—STRIKE IF NOT ELECTED]
At either Party’s election, any dispute that cannot be resolved informally within [30] days after written notice may be finally resolved by binding arbitration administered by [ARBITRATION ADMINISTRATOR] under its [RULES], with the hearing venue in [CITY], Georgia. Judgment on the award may be entered in any court of competent jurisdiction.
8.3 Optional Jury Trial Waiver.
[OPTIONAL—STRIKE IF NOT ELECTED]
EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS IT CONTEMPLATES.
[// GUIDANCE: If both Section 8.2 and 8.3 are retained, ensure they do not conflict with each other or with the forum-selection clause.]
9. GENERAL PROVISIONS
9.1 Amendment; Waiver. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Parties. No waiver of any breach shall constitute a waiver of any other or subsequent breach.
9.2 Assignment. Neither Party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other Party, except to a successor in interest by merger, consolidation, or sale of substantially all assets.
9.3 Successors & Assigns. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.
9.4 Severability; Reformation. If any provision is held unenforceable, such provision shall be reformed to the minimum extent necessary to render it enforceable, and the remaining provisions shall remain in full force and effect.
9.5 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior negotiations and understandings, whether oral or written.
9.6 Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts (including by facsimile or electronic signature), each of which shall be deemed an original and all of which together shall constitute one instrument.
9.7 Headings. Section headings are for convenience only and shall not affect the interpretation of this Agreement.
9.8 Costs and Fees. Except as otherwise provided herein, each Party shall bear its own costs, expenses, and attorneys’ fees incurred in connection with the negotiation and execution of this Agreement.
9.9 No Admission of Liability. Nothing contained in this Agreement shall be construed as an admission of liability by any Party.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties hereto have executed this Mutual Release of Claims as of the Effective Date.
[RELEASOR LEGAL NAME]
By: ____
Name: ____
Title: _____
Date: _________
[RELEASEE LEGAL NAME]
By: ____
Name: ____
Title: _____
Date: _________
[// GUIDANCE: Georgia law does not require notarization for a private release of claims; however, notarization can bolster enforceability, especially where signature authenticity could be challenged. Insert the following notary block if desired.]
[OPTIONAL NOTARY ACKNOWLEDGMENT – GEORGIA]
State of Georgia
County of ______On this _ day of _, 20, before me, the undersigned Notary Public, personally appeared _______, known to me (or satisfactorily proven) to be the person(s) whose name(s) are subscribed to the foregoing instrument and acknowledged that they executed the same for the purposes therein contained.
Notary Public
My Commission Expires: ______
[// GUIDANCE: Prior to finalization, confirm that (i) the Consideration satisfies all outstanding obligations; (ii) any statutory carve-outs (e.g., wage claims, workers’ compensation, or future claims barred by public policy) are expressly addressed if applicable; and (iii) the document is reviewed for compliance with current Georgia jurisprudence on unconscionability (e.g., unequal bargaining power or lack of meaningful choice).]