GENERAL RELEASE AND SETTLEMENT AGREEMENT
(State of Massachusetts – Comprehensive Form)
TABLE OF CONTENTS
- Document Header.................................................................1
- Definitions.........................................................................2
- Operative Provisions.............................................................3
- Representations & Warranties...............................................5
- Covenants & Restrictions....................................................6
- Default & Remedies...............................................................7
- Risk Allocation (Mutual Release & Liability Cap)....................8
- Dispute Resolution...............................................................9
- General Provisions..............................................................10
- Execution Block................................................................11
[// GUIDANCE: Remove the Table of Contents if the final document is fewer than five (5) pages after customization.]
1. DOCUMENT HEADER
1.1 Title
GENERAL RELEASE AND SETTLEMENT AGREEMENT (this “Agreement”)
1.2 Parties
This Agreement is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:
(a) [RELEASOR LEGAL NAME], a [State of Organization] [Entity Type], with a principal place of business at [Address] (“Releasor”); and
(b) [RELEASEE LEGAL NAME], a [State of Organization] [Entity Type], with a principal place of business at [Address] (“Releasee”).
Releasor and Releasee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
1.3 Recitals
A. A dispute or potential dispute has arisen between the Parties concerning [brief description of underlying matter] (the “Dispute”).
B. The Parties desire to fully and finally resolve any and all Claims (as defined below) related to or arising from the Dispute upon the terms and conditions set forth herein and in consideration of the mutual promises contained herein.
NOW, THEREFORE, in consideration of the mutual covenants, agreements, and other good and valuable consideration (the “Consideration”) set forth in this Agreement, the sufficiency and receipt of which are hereby acknowledged, and intending to be legally bound, the Parties agree as follows:
2. DEFINITIONS
For purposes of this Agreement, capitalized terms shall have the meanings set forth below. Any term used in the singular shall include the plural and vice-versa as the context requires.
“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly, controls, is controlled by, or is under common control with the specified Person.
“Claim” or “Claims” means any and all past, present, or future claims, demands, causes of action, obligations, damages, debts, liabilities, accounts, reckonings, costs, expenses (including reasonable attorneys’ fees), liens, and indemnities of every kind or nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, contingent or fixed, in law, equity, or otherwise.
“Consideration” means the monetary and/or non-monetary consideration described in Section 3.3.
“Massachusetts Courts” means the state courts located within the Commonwealth of Massachusetts having subject-matter jurisdiction over the Dispute.
“Person” means any individual, corporation, limited liability company, partnership, joint venture, trust, association, governmental authority, or other entity.
“Released Parties” means Releasee and its past, present, and future parents, subsidiaries, Affiliates, predecessors, successors, assigns, directors, officers, managers, members, shareholders, partners, employees, agents, insurers, and attorneys, each in their respective capacities.
“Releasing Parties” means Releasor and its respective Affiliates, predecessors, successors, assigns, directors, officers, managers, members, shareholders, partners, employees, agents, insurers, and attorneys, each in their respective capacities.
[// GUIDANCE: Add any additional defined terms required for your particular fact pattern.]
3. OPERATIVE PROVISIONS
3.1 Full and Final Mutual Release
(a) Subject to Section 3.2, and except for the obligations expressly set forth in this Agreement, Releasor, on behalf of itself and the other Releasing Parties, hereby irrevocably and unconditionally releases, acquits, and forever discharges Releasee and the other Released Parties from any and all Claims that the Releasing Parties ever had, now have, or hereafter may have, whether asserted or unasserted, arising out of or in any way related to the Dispute or any events, acts, or omissions occurring on or before the Effective Date.
(b) In consideration of the foregoing release and the mutual promises contained herein, Releasee, on behalf of itself and the Released Parties, hereby irrevocably and unconditionally releases, acquits, and forever discharges Releasor and the other Releasing Parties from any and all Claims that the Released Parties ever had, now have, or hereafter may have, whether asserted or unasserted, arising out of or in any way related to the Dispute or any events, acts, or omissions occurring on or before the Effective Date.
[// GUIDANCE: Section 3.1 provides a mutual release, satisfying the metadata requirement “Indemnification: mutual_release.”]
3.2 Excluded Matters
Nothing in this Agreement shall be construed to release or discharge:
(a) any obligations of either Party arising under or preserved by this Agreement;
(b) any Claims that cannot be lawfully released under applicable law; or
(c) [INSERT ANY OTHER SPECIFIC EXCLUSIONS, e.g., statutory wage claims, workers’ compensation, ADEA claims, etc.]
3.3 Consideration
(a) In exchange for the releases set forth herein, Releasee shall pay to Releasor the total sum of [$[AMOUNT]] by [method] within [number] business days after the Effective Date.
(b) Each Party acknowledges that the Consideration is adequate and sufficient under Massachusetts law to support the releases herein and that the amount was negotiated at arm’s length.
(c) The Parties further acknowledge that receipt of the Consideration constitutes a bargained-for exchange, precluding any future challenge based on lack or failure of consideration or unconscionability.
3.4 No Admission of Liability
Nothing contained in this Agreement shall be construed as an admission by either Party of any liability, wrongdoing, or violation of law. Each Party expressly denies any such liability or wrongdoing.
4. REPRESENTATIONS & WARRANTIES
4.1 Mutual Representations
Each Party represents and warrants to the other that:
(a) Authority. It has full power and authority to enter into this Agreement and to perform its obligations hereunder.
(b) Capacity. The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate or other organizational action.
(c) No Assignment of Claims. It has not assigned or otherwise transferred any Claim released under this Agreement to any third party.
(d) Independent Advice. It has had the opportunity to seek and has either obtained or knowingly waived independent legal, tax, and financial advice concerning this Agreement.
(e) Voluntary Action. It enters into this Agreement voluntarily and without duress or undue influence.
4.2 Survival
The representations and warranties contained in this Section 4 shall survive the execution and delivery of this Agreement.
5. COVENANTS & RESTRICTIONS
5.1 Covenant Not to Sue
Each Party covenants and agrees that it will not commence, prosecute, or participate in any action or proceeding in any forum, judicial or otherwise, against the other Party or its respective Released/Releasing Parties based upon any Claim released herein, except for the purpose of enforcing this Agreement.
5.2 Confidentiality
Except as may be required by law, regulation, or court order, or as necessary to enforce this Agreement or to obtain tax advice, the Parties shall keep the terms, conditions, and amount of the Consideration confidential.
5.3 Non-Disparagement
Each Party agrees to refrain from making any disparaging statements, whether oral or written, about the other Party or its respective officers, directors, employees, or business practices.
[// GUIDANCE: Consider whether non-disparagement or confidentiality provisions are necessary in your context; remove if inappropriate.]
6. DEFAULT & REMEDIES
6.1 Events of Default
Each of the following shall constitute an “Event of Default” under this Agreement:
(a) A Party materially breaches any provision of this Agreement and fails to cure such breach within [10] days after written notice; or
(b) A Party initiates or participates in a Claim released pursuant to Section 3.1.
6.2 Remedies
(a) Specific Performance. The non-defaulting Party shall be entitled to specific performance or injunctive relief, recognizing that monetary damages may be an inadequate remedy.
(b) Liquidated Damages. In the event of a breach of the confidentiality obligation in Section 5.2, the breaching Party shall pay [Liquidated Damages Amount], representing a reasonable estimate of damages not easily ascertainable at the time of contracting.
(c) Attorneys’ Fees. The prevailing Party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs.
7. RISK ALLOCATION
7.1 Mutual Release
See Section 3.1 (Full and Final Mutual Release). This mutual release allocates risk between the Parties and obviates the need for additional indemnification.
7.2 Limitation of Liability
Notwithstanding anything to the contrary, the total aggregate liability of either Party arising out of or relating to this Agreement shall not exceed the amount of the Consideration actually paid or payable hereunder.
[// GUIDANCE: The “Liability Caps: consideration_provided” metadata is implemented above.]
7.3 No Warranties
EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
8. DISPUTE RESOLUTION
8.1 Governing Law
This Agreement and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its principles of conflicts of law.
8.2 Forum Selection
Subject to Section 8.3 (Arbitration Option), each Party irrevocably submits to the exclusive jurisdiction of Massachusetts Courts for the resolution of any dispute arising out of or relating to this Agreement.
8.3 Arbitration (Optional)
[ARBITRATION OPTION—SELECT ONE]
☐ Arbitration Not Selected. Sections 8.1 and 8.2 govern.
☐ Arbitration Selected. Any dispute arising under this Agreement shall be finally settled by binding arbitration administered by [Arbitration Provider] in accordance with its [Commercial/Other] Rules then in effect. The seat of arbitration shall be Boston, Massachusetts. Judgment on the award may be entered in any court of competent jurisdiction.
8.4 Jury Trial Waiver (Optional)
[JURY WAIVER OPTION—SELECT ONE]
☐ Waiver Not Selected.
☐ Waiver Selected. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
9. GENERAL PROVISIONS
9.1 Amendment and Waiver
This Agreement may be amended or waived only by a written instrument executed by both Parties. No waiver shall be deemed a continuing waiver unless expressly so stated.
9.2 Assignment
Neither Party may assign or delegate its rights or duties under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement to a successor in interest in connection with a merger, consolidation, or sale of substantially all its assets.
9.3 Successors and Assigns
This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
9.4 Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to render it valid and enforceable.
9.5 Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous negotiations, understandings, and agreements.
9.6 Counterparts; Electronic Signatures
This Agreement may be executed in one or more counterparts (including by PDF or electronic signature), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
10.1 Releasor
[RELEASOR LEGAL NAME]
By: ____
Name: ____
Title: ____
Date: ______
10.2 Releasee
[RELEASEE LEGAL NAME]
By: ____
Name: ____
Title: ____
Date: ______
[// GUIDANCE: Massachusetts does not generally require notarization for a release to be enforceable, but notarization can enhance evidentiary weight. Include the notary block below only if desired.]
COMMONWEALTH OF MASSACHUSETTS
_______, ss.On this ___ day of _, 20_, before me, the undersigned notary public, personally appeared _______, proved to me through satisfactory evidence of identification, to be the person whose name is signed on the preceding or attached document, and acknowledged to me that (he/she) signed it voluntarily for its stated purpose.
Notary Public
My Commission Expires: ______
[// GUIDANCE:
1. Review Mass. Gen. Laws ch. 93A (consumer protection) and any sector-specific statutes that may limit the scope of releases in regulated industries.
2. For employment-related releases, ensure additional compliance with federal statutes (e.g., ADEA 29 U.S.C. § 626(f)) and Mass. Wage Act, including requisite consideration, review periods, and revocation rights.
3. Confirm that no public policy or statutory prohibition (e.g., workers’ compensation, unemployment benefits, future wage claims) renders any portion of this release unenforceable.
4. Replace bracketed placeholders and remove guidance comments prior to final execution.
]