GENERAL RELEASE OF CLAIMS
(New Jersey Law – Comprehensive Form)
[// GUIDANCE: This template is intended for use when two Parties desire to settle and mutually release all known and unknown claims arising on or before the Effective Date. Customize bracketed placeholders, remove inapplicable options, and add factual details as appropriate. Obtain client consent before 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
1.1 Title. General Release and Settlement Agreement (the “Agreement”).
1.2 Parties.
(a) “[PARTY A]”, a [state of formation and entity type] with principal place of business at [address] (“Party A”); and
(b) “[PARTY B]”, a [state of formation and entity type] with principal place of business at [address] (“Party B,” and together with Party A, each a “Party” and collectively, the “Parties”).
1.3 Recitals.
A. A dispute has arisen between the Parties concerning [brief description] (the “Dispute”).
B. Each Party denies any liability but desires to avoid the uncertainty, time, and expense of further proceedings.
C. In consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.
1.4 Effective Date. This Agreement is effective as of [DATE] (the “Effective Date”).
1.5 Governing Jurisdiction. This Agreement is governed by the laws of the State of New Jersey, without regard to conflict-of-laws principles.
2. DEFINITIONS
For purposes of this Agreement, the following terms have the meanings set forth below. Capitalized terms used but not defined have the meanings assigned elsewhere herein.
“Claim” means any actual or potential allegation, claim, cause of action, right, demand, debt, damages, loss, cost, expense, fee, liability, or obligation of any kind or nature, whether known or unknown, suspected or unsuspected, fixed or contingent, in law, equity, or otherwise.
“Consideration” means the consideration described in Section 3.2.
“Released Parties” means, with respect to each Party, that Party and its past, present, and future parents, subsidiaries, affiliates, predecessors, successors, assigns, officers, directors, managers, members, shareholders, partners, employees, agents, insurers, representatives, and attorneys.
“Releasing Party” means the Party granting the Release in Section 3.1.
3. OPERATIVE PROVISIONS
3.1 Mutual Release of Claims.
(a) Party A, for itself and its Released Parties, irrevocably releases and forever discharges Party B and Party B’s Released Parties from any and all Claims that Party A ever had, now has, or hereafter can, shall, or may have against Party B or its Released Parties arising out of or relating to any matter, cause, or thing occurring on or before the Effective Date.
(b) Party B grants an identical release to Party A on the same terms.
[// GUIDANCE: Under New Jersey law, a release is enforceable if supported by valid consideration and not unconscionable, fraudulent, or obtained under duress. Ensure the consideration described in Section 3.2 is adequate and documented.]
3.2 Consideration.
(a) As consideration for the releases and other promises herein, [description of monetary payment] in the amount of $[AMOUNT] (the “Settlement Payment”) shall be paid by [Payor] to [Payee] as follows:
(i) Payment Method: [wire, check, ACH];
(ii) Payment Deadline: [DATE];
(iii) Tax Characterization: The Parties shall characterize the Settlement Payment as [choose: non-wage compensatory damages | wages] and shall allocate tax responsibilities accordingly.
(b) Each Party acknowledges the sufficiency of the Consideration and waives any right to contest its adequacy.
3.3 Conditions Precedent. The obligations of each Party are conditioned upon (i) receipt of the Settlement Payment per Section 3.2 and (ii) delivery of a duly executed counterpart of this Agreement by the other Party.
4. REPRESENTATIONS & WARRANTIES
Each Party represents and warrants to the other that:
4.1 Authority. It has full power and authority to enter into and perform this Agreement.
4.2 No Assignment of Claims. It has not assigned or otherwise transferred any Claim released herein.
4.3 Voluntary Execution. It enters this Agreement voluntarily, without duress, coercion, or undue influence, and after consulting with, or having had the opportunity to consult with, independent legal counsel.
4.4 No Reliance. It is not relying on any statement or representation not expressly set forth in this Agreement.
4.5 Compliance with Law. The execution, delivery, and performance of this Agreement do not violate any applicable law, regulation, court order, or agreement binding on the Party.
Survival: The representations and warranties in this Section survive the Effective Date indefinitely.
5. COVENANTS & RESTRICTIONS
5.1 Non-Disparagement. Each Party shall refrain from making any false or misleading statement that disparages the other Party in connection with the Dispute.
5.2 Confidentiality of Settlement. Except as required by law, each Party shall keep confidential the terms of this Agreement and the Settlement Payment. Permitted disclosures include (i) to the Party’s attorneys, accountants, insurers, and tax advisors under obligations of confidentiality, and (ii) as necessary to enforce this Agreement.
5.3 Withdrawal/Dismissal of Proceedings. Within [NUMBER] days after the Effective Date, each Party shall cause any existing court or administrative proceedings regarding the Dispute to be dismissed with prejudice, with each Party to bear its own fees and costs, unless otherwise agreed.
6. DEFAULT & REMEDIES
6.1 Events of Default. A Party’s failure to perform any material obligation under Sections 3–5 within the applicable time period constitutes a default.
6.2 Notice and Cure. The non-defaulting Party shall give written notice specifying the nature of the default and allow a [10]-day cure period.
6.3 Remedies. If the default is not cured within the cure period:
(a) The non-defaulting Party may seek enforcement of this Agreement by specific performance.
(b) The defaulting Party shall indemnify the non-defaulting Party for all damages, costs, and reasonable attorneys’ fees arising from the default.
6.4 Limitation of Remedies. Except for intentional misconduct or breach of the confidentiality covenant, the maximum aggregate liability of either Party under this Agreement shall not exceed the amount of the Settlement Payment actually received by or payable to such Party.
7. RISK ALLOCATION
7.1 Mutual Indemnification (Limited). Each Party (“Indemnitor”) shall indemnify, defend, and hold harmless the other Party and its Released Parties from any third-party Claims arising out of Indemnitor’s breach of this Agreement or the inaccuracy of its representations and warranties herein.
7.2 Excluded Claims. Nothing herein releases or limits liability for:
(a) Any breach of this Agreement occurring after the Effective Date;
(b) Intentional fraud or willful misconduct; or
(c) Obligations that, by their express terms, survive termination.
7.3 Force Majeure. Neither Party is liable for non-performance caused by events beyond its reasonable control (e.g., natural disasters, acts of God, war, terrorism, strikes, governmental action) provided prompt written notice is given.
8. DISPUTE RESOLUTION
8.1 Governing Law. This Agreement and any dispute arising out of or relating to it are governed by New Jersey contract law.
8.2 Forum Selection. Any action to enforce or construe this Agreement shall be brought exclusively in the state courts located in [County], New Jersey (and, if jurisdiction exists, the federal courts located in the District of New Jersey).
8.3 Arbitration. [OPTIONAL—SELECT ONE]
☐ Mandatory Binding Arbitration. Any dispute shall be resolved by confidential, binding arbitration administered by [provider] under its [rules] in [location], and judgment on the award may be entered in any court of competent jurisdiction.
☐ No Arbitration. The Parties opt out of arbitration.
8.4 Jury Trial Waiver. [OPTIONAL] EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION RELATING TO THIS AGREEMENT.
[// GUIDANCE: Strike or retain Sections 8.3–8.4 to align with the metadata preferences.]
9. GENERAL PROVISIONS
9.1 Amendment; Waiver. Any amendment must be in a writing signed by both Parties. A waiver is effective only if in writing and does not constitute waiver of any subsequent breach.
9.2 Assignment. Neither Party may assign this Agreement without the prior written consent of the other, except to a successor by merger or asset sale.
9.3 Successors & Assigns. This Agreement binds and benefits the Parties and their respective successors and permitted assigns.
9.4 Severability; Reformation. If any provision is held invalid or unenforceable, the remaining provisions remain in full force. The Parties intend any such invalid provision to be reformed to the minimum extent necessary to achieve its purpose and remain enforceable.
9.5 Entire Agreement. This Agreement constitutes the entire understanding of the Parties concerning the subject matter and supersedes all prior agreements or statements.
9.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original. Signatures delivered by electronic means (e.g., PDF, DocuSign) are deemed original and binding.
9.7 Headings. Section headings are for convenience only and do not affect interpretation.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties hereto have executed this General Release and Settlement Agreement as of the Effective Date.
[PARTY A ENTITY NAME]
By: ____
Name: ____
Title: _____
Date: _________
[PARTY B ENTITY NAME]
By: ____
Name: ____
Title: _____
Date: _________
[// GUIDANCE: Notarization is generally not required for contractual releases in New Jersey, but may be added for additional evidentiary weight. Include witness lines if corporate governance requires.]
END OF DOCUMENT