GENERAL RELEASE OF CLAIMS
(Pennsylvania – Comprehensive Form)
[// GUIDANCE: This template is drafted to satisfy Pennsylvania-specific enforceability rules, including consideration requirements and unconscionability standards. Counsel should tailor bracketed items before circulation.]
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
GENERAL RELEASE OF CLAIMS
This General Release of Claims (the “Agreement”) is entered into and made effective as of [EFFECTIVE DATE] (the “Effective Date”) by and between:
a. [LEGAL NAME OF RELEASOR], a [state & entity type / individual] with a principal address at [ADDRESS] (“Releasor”); and
b. [LEGAL NAME OF RELEASEE], a [state & entity type / individual] with a principal address at [ADDRESS] (“Releasee”).
(Each, a “Party,” and together, the “Parties.”)
RECITALS
A. Releasor asserts, may assert, or may possess certain claims against Releasee.
B. In consideration of [monetary amount, e.g., “the sum of Ten Thousand Dollars ($10,000.00)”] and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, and intending to be legally bound, the Parties desire to fully and finally resolve all matters between them.
NOW, THEREFORE, for and in consideration of the mutual promises and covenants herein, the Parties agree as follows:
2. DEFINITIONS
For purposes of this Agreement, the following capitalized terms have the meanings set forth below:
“Affiliate” – any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.
“Claim(s)” – any and all claims, demands, causes of action, liabilities, obligations, damages, costs, expenses, or losses of any kind, whether known or unknown, suspected or unsuspected, asserted or unasserted, contingent or fixed, in law or equity, arising on or before the Effective Date.
“Effective Date” – the date first written above.
“Pennsylvania Courts” – the Courts of Common Pleas of the Commonwealth of Pennsylvania and, to the extent they possess subject-matter jurisdiction, the United States District Courts located in Pennsylvania.
“Released Claims” – collectively, any and all Claims released pursuant to Section 3.1.
“Released Parties” – Releasee and its past, present, and future Affiliates, officers, directors, shareholders, members, partners, employees, agents, predecessors, successors, assigns, insurers, and attorneys.
3. OPERATIVE PROVISIONS
3.1 Grant of Release. Releasor, for itself and its heirs, administrators, successors, and assigns, irrevocably and unconditionally releases, acquits, and forever discharges the Released Parties from any and all Released Claims. Releasor expressly waives the protection of any statute or doctrine that might otherwise limit the scope of this release to known or suspected Claims.
[// GUIDANCE: Pennsylvania will enforce releases of unknown claims if the release language is conspicuous and specific. Consider bold or ALL-CAPS formatting for emphasis.]
3.2 Consideration. In exchange for the release in Section 3.1, Releasee shall pay or deliver to Releasor [CONSIDERATION] within [X] business days after the Effective Date (the “Consideration”).
3.3 No Admission. Nothing in this Agreement constitutes or shall be construed as an admission of liability or wrongdoing by any Party.
3.4 Independent Counsel; Voluntariness. Releasor acknowledges that it (i) has read this Agreement in its entirety, (ii) understands its legal effect, (iii) had the opportunity to obtain independent legal advice, and (iv) executes this Agreement voluntarily and without duress or undue influence.
3.5 Acknowledgment of Sufficiency. Releasor acknowledges that the Consideration constitutes adequate and sufficient consideration under Pennsylvania law and that this Agreement is not unconscionable.
4. REPRESENTATIONS & WARRANTIES
4.1 Authority. Each Party represents and warrants that it has full power and authority to enter into and perform this Agreement.
4.2 No Transfer or Assignment of Claims. Releasor represents and warrants that it has not assigned or otherwise transferred any Claim to any third party.
4.3 Survival. The representations and warranties in this Section 4 survive the execution and delivery of this Agreement.
5. COVENANTS & RESTRICTIONS
5.1 Covenant Not to Sue. Releasor covenants that it will not hereafter commence, maintain, or voluntarily assist in any action or proceeding based upon any Released Claim.
5.2 Further Assurances. Each Party shall execute such additional documents and take such further actions as may be reasonably necessary to effectuate the intent of this Agreement.
6. DEFAULT & REMEDIES
6.1 Breach by Releasor. If Releasor breaches Section 5.1:
a. Releasor shall immediately repay the Consideration to Releasee;
b. Releasor shall indemnify the Released Parties for all losses, costs, and attorney fees incurred due to such breach; and
c. Releasee may seek any additional remedies available at law or equity.
6.2 Notice and Cure. Releasee shall provide written notice of any alleged breach. Releasor shall have [10] days after receipt of such notice to cure the breach before remedies accrue, except that filing suit on a Released Claim constitutes an incurable breach.
7. RISK ALLOCATION
7.1 Indemnification for Breach. Each Party indemnifies, defends, and holds harmless the other Party and its Affiliates from and against all losses arising from the indemnifying Party’s breach of this Agreement.
7.2 Limitation of Liability. Except for (i) willful misconduct, (ii) fraud, or (iii) obligations under Section 7.1, each Party’s total aggregate liability under this Agreement shall not exceed the amount of the Consideration.
7.3 Force Majeure. No Party shall be liable for failure or delay in performance (excluding payment obligations) due to causes beyond its reasonable control.
8. DISPUTE RESOLUTION
8.1 Governing Law. This Agreement and any non-contractual matters arising out of it are governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-laws principles.
8.2 Forum Selection. The Parties irrevocably submit to the exclusive jurisdiction of the Pennsylvania Courts sitting in [COUNTY] for any action arising out of or relating to this Agreement.
8.3 Arbitration. ☐ Check if applicable. If selected, any dispute shall be finally resolved by binding arbitration administered by [ADMINISTRATOR] under its [RULES], with the seat in [CITY, PA]. Judgment may be entered on the award in any Pennsylvania Court.
8.4 Jury Trial Waiver. ☐ Check if applicable. IF SELECTED, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF THIS AGREEMENT.
9. GENERAL PROVISIONS
9.1 Amendment; Waiver. No amendment or waiver is effective unless in a writing signed by both Parties.
9.2 Assignment. Neither Party may assign this Agreement without the prior written consent of the other, except to a successor by merger or sale of substantially all assets.
9.3 Successors & Assigns. This Agreement is binding upon and inures to the benefit of the Parties and their respective successors and permitted assigns.
9.4 Severability; Reformation. If any provision is held invalid, the remaining provisions remain in full force. The Parties request that any invalid provision be reformed to the minimum extent necessary to render it enforceable.
9.5 Entire Agreement. This Agreement constitutes the entire understanding between the Parties regarding its subject matter and supersedes all prior agreements or representations.
9.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is an original, and all of which together constitute one instrument. Signatures exchanged by facsimile, PDF, or electronic signature service constitute original signatures.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
| RELEASOR | RELEASEE |
|---|---|
| [NAME] | [NAME] |
| By: ________ | By: ________ |
| Name: ______ | Name: ______ |
| Title: _____ | Title: _____ |
| Date: ______ | Date: ______ |
[// GUIDANCE: Pennsylvania does not require notarization for a release unless notarization is contractually specified or the release will be recorded. Add a notary block below if desired.]
(End of Document)