MUTUAL RELEASE OF CLAIMS

State of Washington

[// GUIDANCE: This template is intended for use by Washington-licensed attorneys or attorneys associating with Washington counsel. Customize all bracketed items and verify conformity with the most current Washington statutes, regulations, and public-policy restrictions prior to execution.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

1.1 Title and Parties

This Mutual Release of Claims (this “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between [PARTY A LEGAL NAME], a [STATE] [ENTITY TYPE] with principal place of business at [ADDRESS] (“Party A”), and [PARTY B LEGAL NAME], a [STATE] [ENTITY TYPE] with principal place of business at [ADDRESS] (“Party B,” and together with Party A, the “Parties,” and each, a “Party”).

1.2 Recitals

A. The Parties have engaged in certain transactions and interactions that have given rise to actual or potential disputes and liabilities.
B. The Parties desire to resolve fully and finally any and all such disputes upon the terms and conditions set forth herein, in exchange for good and valuable consideration, the adequacy and sufficiency of which are hereby acknowledged.

Accordingly, for and in consideration of the mutual covenants, promises, and consideration described herein, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, capitalized terms have the meanings set forth below or elsewhere herein:

2.1 “Affiliate” means, as to any specified entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such specified entity.

2.2 “Claims” means any and all actions, 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, claims, and demands whatsoever, whether known or unknown, suspected or unsuspected, fixed or contingent, in law, equity, or otherwise.

2.3 “Released Claims” has the meaning given in Section 3.1.

2.4 “Released Parties” means, with respect to a Party, such Party and its respective Affiliates, predecessors, successors, assigns, directors, officers, managers, members, partners, shareholders, employees, agents, insurers, and attorneys.

[// GUIDANCE: Add or remove defined terms as needed.]

3. OPERATIVE PROVISIONS

3.1 Mutual Release

Each Party, on behalf of itself and its respective Released Parties, hereby irrevocably and unconditionally releases, acquits, and forever discharges the other Party and its Released Parties from any and all Claims (“Released Claims”) that such releasing Party ever had, now has, or hereafter can, shall, or may have, arising out of or relating to any act, omission, matter, cause, or thing occurring at any time prior to the Effective Date.

3.2 Unknown Claims; Waiver of Statutory Protections

To the fullest extent permitted under applicable Washington law, the Parties expressly waive any and all rights or benefits conferred by any statute or principle of common law that would otherwise limit the scope of this release to Claims known or suspected to exist at the time of execution, including without limitation any comparable protections under RCW Title 62A. Where a Party is a natural person, such Party acknowledges that he or she may hereafter discover facts different from or in addition to those now known or believed to be true with respect to the Released Claims, and agrees that this Agreement shall remain effective in all respects notwithstanding such discovery.

[// GUIDANCE: Washington does not impose a statutory “unknown claims” waiver akin to Cal. Civ. Code § 1542, but including an explicit waiver strengthens the release’s breadth while remaining subject to Washington’s unconscionability standards.]

3.3 Excluded Claims

Notwithstanding Section 3.1, nothing herein releases or affects:
a. Any obligation created by or arising out of this Agreement;
b. Claims that cannot by law be waived or released, including but not limited to statutory rights under workers’ compensation, unemployment insurance, or future wage claims that are unwaivable under RCW Title 49; or
c. [OTHER EXCLUSIONS, IF ANY].

3.4 Consideration

In exchange for the releases and other covenants herein, [DESCRIPTION OF CONSIDERATION, e.g., “Party B shall pay Party A the sum of USD $____ within ___ business days after the Effective Date by wire transfer.”] The Parties acknowledge that such consideration constitutes legally sufficient consideration under Washington law.

3.5 Conditions Precedent

The releases set forth herein are conditioned upon the timely receipt and irrevocable clearance of the consideration described in Section 3.4.

4. REPRESENTATIONS & WARRANTIES

Each Party represents and warrants to the other that, as of the Effective Date:

4.1 Authority. It has full power and authority to execute, deliver, and perform this Agreement.

4.2 No Assignment. It has not assigned or otherwise transferred any interest in any Released Claim.

4.3 No Pending Proceedings. It has not filed, and to its knowledge no Released Party has filed, any complaint, charge, or lawsuit based on any Released Claim except as expressly disclosed in [SCHEDULE 4.3] (if any).

4.4 Voluntary and Informed Consent. It has carefully read this Agreement, understands its contents, had adequate time to consider it, and has had the opportunity to consult with independent legal counsel of its choosing.

4.5 No Reliance. In executing this Agreement, it is not relying upon any representation or statement not expressly set forth herein.

The foregoing representations and warranties shall survive the execution and delivery of this Agreement.

5. COVENANTS

5.1 Further Assurances. Each Party shall, without additional consideration, execute and deliver any further documents and take any further actions reasonably requested to effectuate the intent of this Agreement.

5.2 Non-Disparagement. Each Party shall refrain from making any statement that could reasonably be expected to disparage the other Party or its Released Parties, except as required by law or valid legal process.

5.3 Confidentiality. The terms of this Agreement are confidential and shall not be disclosed by any Party except (i) to its legal, accounting, or tax advisors bound by professional duties of confidentiality; (ii) as required by law or court order; or (iii) with prior written consent of the other Party.

6. DEFAULT & REMEDIES

6.1 Events of Default. A Party shall be in default if it:
a. Fails to deliver consideration as required under Section 3.4;
b. Initiates, or causes to be initiated, any proceeding asserting a Released Claim; or
c. Breaches any covenant in Section 5.

6.2 Notice and Cure. The non-defaulting Party shall provide written notice specifying the default. The defaulting Party shall have [10] business days to cure, if curable.

6.3 Remedies. Upon an uncured default, the non-defaulting Party may:
a. Seek damages actually incurred;
b. Seek dismissal or stay of any proceeding initiated in breach; and
c. Recover reasonable attorneys’ fees and costs incurred in enforcing this Agreement.

[// GUIDANCE: Because injunctive relief is designated “not_applicable,” equitable remedies beyond the above should be removed unless essential.]

7. RISK ALLOCATION

7.1 Mutual Release (Primary Risk Allocation)

See Section 3 for the mutual release of liabilities.

7.2 Limitation of Liability

Except for (i) a Party’s breach of Section 5 (Confidentiality; Non-Disparagement) or (ii) claims based on fraud or willful misconduct, each Party’s aggregate liability under this Agreement shall not exceed the amount of consideration actually received by the other Party pursuant to Section 3.4.

7.3 Insurance

[OPTIONAL] Each Party shall maintain at its own expense insurance policies of the types and in the amounts reasonably appropriate to its business and shall, upon reasonable request, provide certificates of insurance evidencing such coverage.

8. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement and any dispute arising hereunder shall be governed by, and construed in accordance with, the internal laws of the State of Washington, without regard to its conflict-of-laws principles.

8.2 Forum Selection

Subject to Section 8.3, the state courts located in [COUNTY, WASHINGTON] shall have exclusive jurisdiction over any action arising under or relating to this Agreement, and each Party hereby irrevocably submits to such jurisdiction and waives any objection based on inconvenient forum.

8.3 Arbitration (Optional)

[OPTIONAL – INCLUDE IF SELECTED IN FINAL DOCUMENT]
a. Any dispute, controversy, or claim arising out of or relating to this Agreement, including its breach, termination, or validity, shall be resolved by confidential, binding arbitration administered by [ARBITRATION ADMINISTRATOR] in accordance with its [RULES] then in effect.
b. The arbitration shall be conducted in [CITY, WASHINGTON] before a single arbitrator experienced in commercial contract disputes.
c. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

8.4 Jury Trial Waiver (Optional)

[OPTIONAL – INCLUDE IF SELECTED IN FINAL DOCUMENT]
EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

9. GENERAL PROVISIONS

9.1 Amendment; Waiver. No amendment or waiver of any provision of this Agreement is effective unless set forth in a written instrument signed by both Parties.

9.2 Assignment. Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement without consent to a successor in connection with a merger, consolidation, or sale of substantially all of its assets, provided the assignee assumes all obligations hereunder.

9.3 Successors and Assigns. This Agreement is binding upon and inures to the benefit of the Parties and their respective successors and permitted assigns.

9.4 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain valid and enforceable to the fullest extent permitted by law, and the invalid or unenforceable 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 its subject matter and supersedes all prior and contemporaneous understandings, representations, and agreements, whether written or oral.

9.6 Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts (including by facsimile or electronic signature complying with the Washington Uniform Electronic Transactions Act, RCW 1.80), each of which shall be deemed an original and all of which together shall constitute one instrument.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Mutual Release of Claims as of the Effective Date.

[OPTIONAL NOTARIAL ACKNOWLEDGMENT – include if required for particular transaction type or to facilitate recordation.]

[// GUIDANCE:
1. Consider RCW 49.62 (non-compete statutes) if any covenants could be construed as restrictive covenants on employment.
2. Confirm no public-policy violations (e.g., releases of future negligence in contexts prohibited by RCW 4.24 et seq.).
3. Unconscionability: ensure conspicuous language (bold/caps) for any substantive waiver (e.g., jury waiver) and provide adequate opportunity for independent counsel review.
4. For releases involving employees aged 40+, incorporate Older Workers Benefit Protection Act (29 U.S.C. § 626(f)) compliance.]