GENERAL RELEASE AND SETTLEMENT AGREEMENT

(TEXAS)

[// GUIDANCE: This template is intended for use in the State of Texas for a bilateral release of all known and unknown claims between two or more counterparties. Insert, delete, or modify provisions to address the particulars of the matter and the identities of the parties.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

1. Parties. This General Release and Settlement Agreement (this “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:
   a. [PARTY A NAME], a [ENTITY TYPE & STATE OF ORGANIZATION], with its principal place of business at [ADDRESS] (“Party A”); and
   b. [PARTY B NAME], a [ENTITY TYPE & STATE OF ORGANIZATION], with its principal place of business at [ADDRESS] (“Party B” and, together with Party A, the “Parties” and each, a “Party”).

2. Recitals.
   a. The Parties are presently engaged in a dispute and/or potential dispute arising out of [BRIEF DESCRIPTION OF MATTER] (the “Dispute”).
   b. The Parties wish to fully and finally resolve the Dispute and any other matters between them on the terms set forth herein.
   c. Consideration. In exchange for the mutual covenants and releases herein, the adequacy and sufficiency of which are hereby acknowledged, [PARTY RESPONSIBLE] shall pay [MONETARY AMOUNT] in immediately available funds (the “Settlement Payment”) to [RECIPIENT] on or before [PAYMENT DATE], and the Parties shall perform the other obligations stated in this Agreement (collectively, the “Consideration”).

NOW, THEREFORE, in consideration of the foregoing and the mutual promises herein, the Parties agree as follows:

II. DEFINITIONS

For purposes of this Agreement, the following capitalized terms have the meanings set forth below. Terms defined in one Section have that meaning throughout.

“Applicable Law” means all federal, state, and local statutes, regulations, and common-law principles governing this Agreement, including without limitation the Texas Business and Commerce Code and the Texas Civil Practice and Remedies Code.

“Claims” means any and all claims, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, and demands of whatever kind or nature, whether known or unknown, suspected or unsuspected, fixed or contingent, at law or in equity.

“Confidential Information” has the meaning assigned in Section V.

“Released Claims” has the meaning assigned in Section III.1.

III. OPERATIVE PROVISIONS

1. Mutual Release of Claims.
   a. Release by Party A. Party A, for itself and its affiliates, predecessors, successors, assigns, shareholders, members, directors, officers, employees, representatives, and agents (collectively, “Releasors A”), hereby irrevocably and unconditionally releases, acquits, and forever discharges Party B and its respective affiliates, predecessors, successors, assigns, shareholders, members, directors, officers, employees, representatives, and agents (collectively, “Releasees B”) from any and all Claims existing through and including the Effective Date (the “Released Claims”).
   b. Release by Party B. Party B, for itself and its affiliates, predecessors, successors, assigns, shareholders, members, directors, officers, employees, representatives, and agents (collectively, “Releasors B”), hereby irrevocably and unconditionally releases, acquits, and forever discharges Party A and the other Releasees A from the Released Claims.

2. Scope of Release.
   a. Known and Unknown Claims. The Released Claims expressly include Claims that the releasing Party does not know or suspect to exist in its favor at the time of executing this Agreement, which, if known, might have affected its decision to enter into this Agreement.
   b. Specific Statutory Waivers (Texas). EACH PARTY UNDERSTANDS THAT, TO THE FULLEST EXTENT PERMITTED BY TEXAS LAW, THIS RELEASE EXTENDS TO ALL CLAIMS, WHETHER KNOWN OR UNKNOWN, AND THAT THIS WAIVER IS CONSPICUOUS UNDER TEX. BUS. & COM. CODE § 1.201(b)(10).

3. No Admission of Liability. This Agreement is a compromise and settlement of disputed matters and shall not be construed as an admission of liability by any Party.

4. Payment of Consideration.
   a. Payment Mechanics. [PAYOR] shall deliver the Settlement Payment by [WIRE/ACH/CASHIER’S CHECK] to [PAYEE’S ACCOUNT DETAILS] on or before the Payment Date.
   b. Tax Treatment. Each Party shall be solely responsible for its own tax obligations arising from the Consideration.

5. Conditions Precedent. The releases granted in Section III.1 shall become effective upon the later of (i) receipt of the Settlement Payment in full and cleared funds, and (ii) execution and delivery of this Agreement by all Parties.

6. Obligations Upon Non-Payment. Failure by [PAYOR] to timely deliver the Settlement Payment constitutes an Event of Default under Section VI.

IV. REPRESENTATIONS & WARRANTIES

1. Authority. Each Party represents that it has full right, power, and authority to execute, deliver, and perform this Agreement and that the person signing on its behalf is duly authorized to bind such Party.

2. Ownership of Claims. Each Party represents that it owns the Claims released by it, has not assigned or transferred such Claims, and has the capacity to release them.

3. Independent Counsel. Each Party represents that it has had the opportunity to consult with independent legal counsel of its choice and is executing this Agreement voluntarily, free from duress or undue influence.

4. No Reliance. EACH PARTY EXPRESSLY ACKNOWLEDGES AND AGREES THAT IT IS NOT RELYING ON ANY REPRESENTATION, WARRANTY, PROMISE, OR STATEMENT OF ANY KIND WHATSOEVER NOT EXPRESSLY SET FORTH IN THIS AGREEMENT.

5. Survival. The representations and warranties in this Section shall survive the execution and delivery of this Agreement.

V. COVENANTS & RESTRICTIONS

1. Confidentiality. Except as required by Applicable Law or court order, neither Party shall disclose the existence or terms of this Agreement to any third party other than the Party’s attorneys, accountants, insurers, and other professional advisors who agree to keep such information confidential.

2. Non-Disparagement. Each Party covenants that it will refrain from making any statement, oral or written, that disparages or otherwise impugns the reputation of the other Party or any Releasee.

3. 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.

VI. DEFAULT & REMEDIES

1. Events of Default.
   a. Failure of [PAYOR] to deliver the Settlement Payment in the manner and within the time specified.
   b. Material breach of the confidentiality or non-disparagement covenants in Section V.

2. Notice and Cure. The non-breaching Party shall provide written notice to the breaching Party specifying the nature of the default. The breaching Party shall have [CURE PERIOD — e.g., 5] business days to cure the default.

3. Remedies.
   a. Reinstatement of Claims. Upon an uncured Event of Default, the non-breaching Party may, at its sole option, declare the releases herein null and void ab initio solely as to the defaulting Party.
   b. Specific Performance. The Parties acknowledge that monetary damages may be inadequate and agree that the non-breaching Party is entitled to specific performance and all other remedies at law or equity.
   c. Attorneys’ Fees. The prevailing Party in any action to enforce or interpret this Agreement shall be entitled to recover its reasonable attorneys’ fees, court costs, and expenses.

VII. RISK ALLOCATION

1. Mutual Release in Lieu of Indemnification. The releases in Section III constitute complete risk allocation between the Parties; no further indemnification obligations shall arise with respect to the Released Claims.

2. Limitation of Liability. Except for breaches of Section V (Confidentiality; Non-Disparagement), a Party’s aggregate liability under this Agreement shall not exceed the total Consideration actually received by that Party.

3. Force Majeure. Neither Party shall be liable for failure to perform due to causes beyond its reasonable control, including acts of God, war, pandemic, or governmental actions, provided that such Party gives prompt written notice and uses diligent efforts to mitigate the delay.

VIII. DISPUTE RESOLUTION

1. Governing Law. This Agreement and all disputes arising hereunder shall be governed by and construed in accordance with the internal laws of the State of Texas, without regard to conflict-of-laws rules.

2. Forum Selection. Each Party irrevocably submits to the exclusive jurisdiction of the state courts located in [COUNTY], TEXAS for any suit, action, or proceeding arising out of or relating to this Agreement.

3. Arbitration (Optional). [OPTIONAL—DELETE IF NOT USED] Any dispute not resolved within 30 days after written notice may, upon mutual written agreement, be submitted to binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Judgment on the award may be entered in any court of competent jurisdiction.

4. Jury Trial Waiver (Optional). [OPTIONAL—DELETE IF NOT USED] TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT.

IX. GENERAL PROVISIONS

1. Amendments; Waivers. No amendment or waiver of any provision shall be effective unless in writing and signed by all Parties. No waiver shall constitute a waiver of any other or subsequent breach.

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 that either Party may assign this Agreement to a successor by merger, consolidation, or sale of substantially all of its assets.

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.

4. Severability. If any provision is held invalid or unenforceable, such provision shall be reformed to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

5. Integration. This Agreement constitutes the entire understanding among the Parties with respect to the subject matter and supersedes all prior and contemporaneous negotiations, agreements, and understandings, whether oral or written.

6. Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original. Signatures transmitted electronically or by facsimile shall be deemed original signatures for all purposes.

7. Headings; Interpretation. Headings are for convenience only and shall not affect construction. The Parties have participated jointly in the drafting of this Agreement; no presumption shall arise favoring either Party.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

[// GUIDANCE: A Texas notary acknowledgment is not legally required for a private release; however, notarization may enhance evidentiary value. Insert a notary block below if desired.]

End of Document