Settlement Agreement - General - Alabama

SETTLEMENT AGREEMENT AND MUTUAL RELEASE — ALABAMA

This Settlement Agreement and Mutual Release ("Agreement") is made effective on [DATE] by:

• Party A: [FULL LEGAL NAME / ENTITY TYPE / FORMATION STATE / ADDRESS]
• Party B: [FULL LEGAL NAME / ENTITY TYPE / FORMATION STATE / ADDRESS]

Each is a "Party"; together they are the "Parties."

1. Settlement Record

1.1 Dispute

The Parties dispute [DESCRIBE TRANSACTION, EVENT, CLAIMS, AND DEFENSES]. The matter is:

• ☐ not filed;
• ☐ pending in [COURT], Case No. [NUMBER] (the "Action");
• ☐ on appeal in [COURT], Case No. [NUMBER]; or
• ☐ subject to another proceeding: [DESCRIPTION].

1.2 Settlement Purpose

The Parties wish to resolve only the matters and parties identified in this Agreement. This Agreement is a compromise of disputed positions and is not an admission of liability, fault, damages, or the validity of any claim or defense.

1.3 Effective Trigger

Choose one:

• ☐ This Agreement becomes effective when all Parties sign.
• ☐ The releases become effective only when cleared funds are received.
• ☐ The releases become effective only when [PAYMENT / DISMISSAL / DELIVERY / OTHER] occurs.
• ☐ Different obligations have the triggers stated in Schedule 1.

2. Settlement Consideration

2.1 Payment

[PAYOR] shall pay [PAYEE] $[AMOUNT] by [WIRE / CHECK / OTHER] under this schedule:

Payment is complete when [CLEARED FUNDS / RECEIPT / OTHER AGREED EVENT].

2.2 Nonmonetary Consideration

• ☐ Delivery or return of property: [DESCRIPTION / DATE / CONDITION]
• ☐ Corrective action: [DESCRIPTION / DATE / VERIFICATION]
• ☐ Reference, statement, or notice: [ATTACH AGREED TEXT]
• ☐ Other: [DESCRIPTION]

Payment conditions: [SIGNED AGREEMENT / REQUIRED APPROVAL / OTHER OBJECTIVE EVENT].

2.3 Tax and Reporting Allocation

The Parties have not relied on this form for tax advice. Any allocation, withholding, information return, or characterization is stated in Schedule 2 and must be reviewed by the Parties' tax advisors before signature.

3. Claims and Released Parties

3.1 Defined Claims

"Released Claims" means only:

[DESCRIBE CLAIMS BY FACTS, TRANSACTION, DATE RANGE, CASE, AND LEGAL CAPACITY.]

Choose scope deliberately:

• ☐ claims asserted in the Action;
• ☐ claims that could have been asserted in the Action and arise from the same identified facts;
• ☐ specified known claims listed in Schedule 3;
• ☐ specified unknown claims arising from the identified facts, subject to counsel review; or
• ☐ other: [PRECISE SCOPE].

3.2 Excluded Claims

Released Claims do not include:

• obligations created by this Agreement;
• claims expressly listed in Schedule 4;
• rights that cannot lawfully be released;
• claims arising from conduct after [DATE], except performance of this Agreement; or
• [OTHER EXCLUSION].

3.3 Released Parties

• Party A Released Parties: [LIST EACH PERSON OR DEFINED GROUP]
• Party B Released Parties: [LIST EACH PERSON OR DEFINED GROUP]

Do not include affiliates, insurers, officers, employees, agents, successors, beneficiaries, or third parties unless the intended group and consideration have been reviewed.

3.4 Release by Party A

When the selected release trigger occurs, Party A releases the Party B Released Parties from the Released Claims.

3.5 Release by Party B

When the selected release trigger occurs, Party B releases the Party A Released Parties from the Released Claims.

3.6 No Assignment

Each releasing Party represents that it has not assigned a Released Claim except as disclosed here: [NONE / DISCLOSURE]. Any lien, subrogation, reimbursement, bankruptcy-estate, probate, public-benefit, insurer, attorney, medical-provider, or other third-party interest is addressed in Schedule 5.

4. Pending-Action Dismissal

Complete this section only if an Action is pending.

4.1 Dismissal Instrument

The Parties shall use the dismissal procedure applicable to the selected court and all pending claims, counterclaims, crossclaims, third-party claims, parties, and fees issues.

For a federal action:

• ☐ Rule 41(a)(1)(A)(ii) stipulation signed by all parties who appeared;
• ☐ Rule 41(a)(2) motion and proposed order;
• ☐ another rule or order controls because of [CLASS / RECEIVERSHIP / INTERVENTION / APPEAL / OTHER]; or
• ☐ counsel identified a different procedure: [AUTHORITY].

Dismissal will be [WITH / WITHOUT] prejudice as stated in the actual filed instrument.

4.2 Filing Sequence

Choose one and align it with the release trigger:

• ☐ dismissal filed after cleared payment;
• ☐ dismissal held in escrow and released after [EVENT];
• ☐ dismissal filed before payment with security described in Section 7; or
• ☐ other: [SEQUENCE].

4.3 Federal Enforcement Jurisdiction

A request that a federal court retain jurisdiction is not itself an order. Under Kokkonen v. Guardian Life Insurance Co. of America, 511 U.S. 375 (1994), counsel must determine whether there is an independent basis for federal jurisdiction or obtain an actual dismissal order that retains jurisdiction over the settlement or incorporates its terms.

• ☐ No federal retention of jurisdiction is requested.
• ☐ The Parties will seek an order expressly retaining jurisdiction.
• ☐ The Parties will seek an order incorporating [ALL / SPECIFIED] settlement terms.
• ☐ Independent federal jurisdiction is asserted under [GROUND], subject to court review.

No Party may treat retention or incorporation as effective until the court enters the actual order and counsel reviews its text.

5. Confidentiality and Communications

5.1 Selected Confidentiality Scope

• ☐ No contractual confidentiality obligation.
• ☐ Settlement amount only.
• ☐ Negotiations and settlement terms.
• ☐ Other defined information: [DESCRIPTION].

A confidentiality obligation is subject to disclosures required or protected by current law, court order, subpoena, tax reporting, insurer or auditor requirements, and communications with legal, tax, financial, or medical advisors. Add public-record, public-entity, whistleblower, regulator, labor, employment, and benefit-program exceptions when applicable.

5.2 Agreed Public Statement

• ☐ None.
• ☐ The Parties may state only: "[AGREED TEXT]."
• ☐ Each Party may state that the matter was resolved without admission.

5.3 Non-Disparagement

• ☐ Not included.
• ☐ Mutual and limited to knowingly false statements about [SUBJECT].
• ☐ Other reviewed wording: [TEXT].

Identify protected speech and mandatory reporting that this clause does not restrict: [EXCEPTIONS].

6. Representations

Each Party represents only that:

1. the signer has authority to sign for that Party;
2. the Party has reviewed the Agreement and had an opportunity to consult counsel;
3. the Party is not relying on a promise outside this Agreement except [LIST];
4. the assignment disclosures in Section 3.6 are accurate to the signer's knowledge; and
5. the Party enters the Agreement voluntarily.

Entity authority, capacity, guardianship, minor or protected-person approval, bankruptcy authority, probate authority, insurer consent, lien resolution, and governmental approval must be documented separately when applicable.

7. Nonperformance and Security

7.1 Notice and Cure

If [SPECIFIED OBLIGATION] is not performed, the affected Party shall send written notice describing the failure to [NOTICE ADDRESS]. The cure period is [NUMBER] days after [RECEIPT / DELIVERY], except for [EXCEPTIONS].

7.2 Selected Remedy

Choose and review the remedy rather than assuming automatic court enforcement:

• ☐ ordinary contract remedies available in a court with jurisdiction;
• ☐ acceleration of unpaid installments, subject to current law;
• ☐ agreed interest at [RATE OR LAWFUL RATE] from [DATE];
• ☐ escrow, guaranty, consent judgment, security interest, or other security documented in Schedule 6;
• ☐ specific performance or equitable relief, if available;
• ☐ reasonable enforcement fees to the extent stated and lawfully recoverable; or
• ☐ other: [REMEDY].

No judgment may be entered, and no dismissed court may be asked to enforce the Agreement, unless the governing procedure, jurisdiction, notice, and any required approval are satisfied.

8. Governing Law and Forum Inputs

The Parties select the following, subject to counsel's conflict-of-laws, jurisdiction, venue, and enforceability review:

• Governing law: [ALABAMA / OTHER]
• Contract forum: [COURT AND LOCATION]
• Exclusive or nonexclusive: [EXCLUSIVE / NONEXCLUSIVE]
• Jury provision: [NO WAIVER / SEPARATELY REVIEWED WAIVER]
• Arbitration: [NONE / SEPARATE SIGNED CLAUSE / EXISTING CLAUSE ANALYZED]
• Service method and address: [DETAILS]

This section does not create subject-matter jurisdiction, personal jurisdiction, venue, or federal enforcement jurisdiction where it is otherwise absent.

9. General Terms

1. Notices. Notices must be sent by [METHOD] to the addresses in Schedule 7 and are effective on [OBJECTIVE DELIVERY EVENT].
2. Amendment. An amendment must be in a writing signed by the Parties against whom it will be enforced.
3. Waiver. A waiver applies only to the identified instance and does not amend the Agreement.
4. Assignment. [PROHIBITED / PERMITTED WITH CONSENT / PERMITTED TO IDENTIFIED SUCCESSOR], subject to nonassignable rights and obligations.
5. Entire Agreement. This Agreement and its schedules state the Parties' complete settlement terms concerning the Released Claims.
6. Severability. If a provision is unenforceable, the reviewing court may sever it; reformation is requested only to the extent current law permits and the Parties identify that intent here: [YES / NO].
7. Counterparts. The Parties may sign counterparts.
8. Electronic Signatures. If the Parties select [PDF / PLATFORM / OTHER] signatures, they agree to conduct this settlement transaction by electronic means and accept that signature method, subject to authentication, authority, applicable court filing rules, and record retention. Ala. Code §§ 8-1A-5(b), 8-1A-7(a), (d).
9. No Drafter Presumption. The Parties jointly reviewed the Agreement or waive any contract presumption based solely on authorship to the extent permitted by applicable law.
10. Headings. Headings are for organization and do not change the agreed text.

10. Counsel and Approval Checklist

• ☐ All claims, parties, capacities, and release triggers are precise.
• ☐ Liens, fees, taxes, benefits, subrogation, indemnity, and third-party rights are resolved.
• ☐ Employment, civil-rights, whistleblower, government, minor, protected-person, class, collective, bankruptcy, probate, and public-record issues were screened.
• ☐ The dismissal instrument covers every pending claim and party.
• ☐ Any federal retention language appears in an actual proposed order, not only a stipulation or request.
• ☐ Payment security and default remedies match the filing sequence.
• ☐ Confidentiality and communication limits include required exceptions.
• ☐ Every exhibit and schedule is complete.

If a release requires court, agency, fiduciary, or other approval, that release becomes operative only after the required approval is obtained. Required approval and approving authority: [NONE / DESCRIBE].

11. Signatures

Schedules

• Schedule 1 — Effective triggers and performance sequence
• Schedule 2 — Payment and tax-reporting allocation
• Schedule 3 — Included claims
• Schedule 4 — Excluded claims
• Schedule 5 — Assignments, liens, and third-party interests
• Schedule 6 — Security or consent-judgment documents
• Schedule 7 — Notice information
• Exhibit A — Proposed dismissal instrument
• Exhibit B — Proposed retention or incorporation order, if any