DISCLAIMER
This template is provided for informational purposes only and does not constitute legal advice. No attorney-client relationship is created by your use of this document. Laws change and vary by jurisdiction and specific facts. You should consult a qualified attorney licensed in New York before using or relying on this form.
GENERAL RELEASE OF CLAIMS
(New York)
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 General Release of Claims (the “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:
• [RELEASOR NAME], a [state & entity type OR individual], with a principal address at [ADDRESS] (“Releasor”); and
• [RELEASEE NAME], a [state & entity type OR individual], with a principal address at [ADDRESS] (“Releasee” and, together with Releasor, each a “Party” and collectively the “Parties”).
Recitals
A. The Parties desire fully and finally to settle any and all claims between them arising on or before the Effective Date.
B. In consideration of the mutual covenants and promises set forth herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows.
[// GUIDANCE: Describe factual background here if helpful for future interpretation, e.g., “WHEREAS, Releasor performed consulting services for Releasee …”]
2. DEFINITIONS
“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.
“Released Claims” means any and all past, present, or future claims, demands, causes of action, complaints, damages, debts, obligations, promises, agreements, controversies, suits, rights, costs, expenses, attorneys’ fees, and liabilities of any nature whatsoever, whether known or unknown, suspected or unsuspected, fixed or contingent, in law or equity, that Releasor ever had, now has, or may hereafter have against any Released Party arising from events occurring on or before the Effective Date.
“Released Parties” means Releasee and each of its past, present, and future Affiliates, predecessors, successors, assigns, equity holders, directors, officers, employees, agents, insurers, and attorneys, each in its, his, or her individual and representative capacities.
[// GUIDANCE: Add further defined terms as needed for your transaction.]
3. OPERATIVE PROVISIONS
3.1 Mutual Release.
(a) Releasor hereby irrevocably and unconditionally releases and forever discharges each Released Party from any and all Released Claims.
(b) Releasee hereby irrevocably and unconditionally releases and forever discharges Releasor and Releasor’s Affiliates from any and all claims of any nature arising on or before the Effective Date (collectively, “Releasee Claims”).
3.2 Covenant Not to Sue. Releasor will not commence, maintain, or voluntarily participate in any action or proceeding based on any Released Claim. Releasee will not commence, maintain, or voluntarily participate in any action or proceeding based on any Releasee Claim.
3.3 Consideration. As consideration for the releases and other covenants herein,
(a) Releasee shall pay Releasor [USD AMOUNT] on or before [PAYMENT DATE] via [payment method]; and
(b) Releasor shall deliver to Releasee [describe deliverables, if any].
The Parties acknowledge that the foregoing consideration is fair, adequate, and not unconscionable under New York law.
3.4 No Admission of Liability. This Agreement is a compromise and settlement of disputed claims and shall not be construed as an admission of liability by any Party.
3.5 Unknown Claims. The releases herein extend to claims that the Parties do not know or suspect to exist at the time of executing this Agreement. The Parties acknowledge that such claims may, if known, have materially affected their decision to enter into this Agreement.
3.6 Tax Matters. Each Party shall be solely responsible for its own tax obligations, if any, arising from the consideration received under this Agreement.
3.7 Conditions Precedent. The effectiveness of this Agreement is conditioned upon (i) full execution by all Parties and (ii) the clearance of the payment described in Section 3.3(a).
4. REPRESENTATIONS & WARRANTIES
4.1 Authority and Capacity. Each Party represents and warrants that:
(a) it has full power and authority to execute, deliver, and perform this Agreement;
(b) the execution of this Agreement has been duly authorized; and
(c) the Agreement constitutes a valid and binding obligation enforceable against such Party.
4.2 No Prior Assignment. Each Party represents that it has not assigned or otherwise transferred any Released Claim or Releasee Claim to any third party.
4.3 Independent Counsel. Each Party represents that it (a) has consulted with, or had the opportunity to consult with, independent legal counsel of its choice; (b) understands the terms and consequences of this Agreement; and (c) is signing this Agreement voluntarily and without duress or undue influence.
[// GUIDANCE: Consider adding “Survival” if certain reps & warranties should outlast the Agreement.]
5. COVENANTS & RESTRICTIONS
5.1 Confidentiality of Negotiations. Except as required by law or to enforce this Agreement, the Parties shall keep the terms of any settlement negotiations confidential.
5.2 Non-Disparagement. Each Party agrees not to make any statement or take any action that would reasonably be expected to disparage the other Party or its business.
5.3 Compliance with Law. Each Party shall comply with all applicable laws, regulations, and ordinances in carrying out its obligations under this Agreement.
6. DEFAULT & REMEDIES
6.1 Breach. A “Breach” occurs if a Party violates any covenant, representation, or warranty of this Agreement.
6.2 Notice and Cure. The non-breaching Party shall provide written notice describing the alleged Breach. The breaching Party will have ten (10) business days to cure the Breach to the reasonable satisfaction of the non-breaching Party.
6.3 Remedies. If the Breach is not cured within the cure period:
(a) the non-breaching Party may seek monetary damages, including reasonable attorneys’ fees and costs; and
(b) the non-breaching Party may assert the Breach defensively in any proceeding initiated by the breaching Party.
6.4 Prevailing Party Fees. The prevailing Party in any action to enforce this Agreement shall recover its reasonable attorneys’ fees, costs, and expenses from the non-prevailing Party.
7. RISK ALLOCATION
7.1 Mutual Indemnification. Each Party (an “Indemnifying Party”) shall indemnify, defend, and hold harmless the other Party and its Affiliates from and against any losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to the Indemnifying Party’s Breach of this Agreement.
7.2 Limitation of Liability. Except for obligations arising under Section 7.1 or for willful misconduct, each Party’s aggregate liability under this Agreement shall not exceed the total consideration actually received by such Party pursuant to Section 3.3.
7.3 Force Majeure. No Party shall be liable for failure to perform its obligations (other than payment obligations) if such failure results from causes beyond its reasonable control, including acts of God, war, terrorism, pandemic, or governmental action.
8. DISPUTE RESOLUTION
8.1 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts-of-law principles.
8.2 Forum Selection. Any suit, action, or proceeding arising out of or relating to this Agreement shall be instituted exclusively in the state courts located in [COUNTY], New York, and each Party irrevocably submits to the personal jurisdiction of such courts.
8.3 Optional Arbitration. [OPTIONAL – STRIKE IF NOT USED]
“At the election of either Party, any dispute arising under this Agreement shall be resolved by binding arbitration administered by [arbitration provider] pursuant to its commercial arbitration rules. Judgment on the award may be entered in any court of competent jurisdiction.”
8.4 Optional Jury Trial Waiver. [OPTIONAL – STRIKE IF NOT USED]
“Each Party hereby waives, to the fullest extent permitted by law, any right to a trial by jury in any suit, action, or proceeding arising out of or relating to this Agreement.”
[// GUIDANCE: Remove Sections 8.3 and/or 8.4 if arbitration or jury waiver is not desired.]
9. GENERAL PROVISIONS
9.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous understandings regarding its subject matter.
9.2 Amendment & Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. A waiver on one occasion shall not constitute a waiver on any other occasion.
9.3 Assignment. Neither Party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other Party, except that Releasee may assign this Agreement to a successor in connection with a merger, consolidation, or sale of substantially all of its assets.
9.4 Severability. If any provision of this Agreement is held unenforceable, that provision shall be struck and the remaining provisions shall remain in full force, provided the essential terms and intent of the Agreement are preserved.
9.5 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original. Signatures transmitted electronically (e.g., via PDF or e-signature platform) shall be deemed original signatures and fully enforceable.
9.6 Headings. Section headings are for convenience only and shall not affect the interpretation of this Agreement.
9.7 Successors and Assigns. This Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties hereto have executed this General Release of Claims as of the Effective Date.
| RELEASOR | RELEASEE |
|---|---|
| _______ | _______ |
| Name: [PRINT] | Name: [PRINT] |
| Title: [IF ENTITY] | Title: [IF ENTITY] |
| Date: _______ | Date: _______ |
[OPTIONAL NOTARY ACKNOWLEDGMENT – New York]
State of New York )
County of ____ ) ss.:
On the _ day of _, 20__, before me, the undersigned, personally appeared _____, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.
Notary Public
[// GUIDANCE: Verify whether notarization or witnesses are required for your specific use case. Not typically required for NY contract releases, but may add formality.]
[// GUIDANCE:
1. Ensure the consideration stated is sufficient under NY General Obligations Law to support enforceability.
2. Review for potential unconscionability (e.g., gross disparity in consideration, disadvantaged party).
3. If either Party is a consumer or employee, additional statutory disclosures or waiting periods may apply.
4. Remove any optional provisions not selected and confirm cross-references remain accurate after final edits.]