Settlement Agreement - General - Texas

SETTLEMENT AGREEMENT AND MUTUAL RELEASE (TEXAS)

TABLE OF CONTENTS

1. Definitions
2. Settlement Payment and Dismissal of the Action
3. Mutual Releases
4. Representations and Warranties
5. Covenants
6. Events of Default; Remedies
7. Risk Allocation
8. Dispute Resolution; Governing Law
9. General Provisions
10. Execution

I. DOCUMENT HEADER

This Settlement Agreement and Mutual Release (the "Agreement") is entered into and made effective as of [EFFECTIVE DATE] (the "Effective Date") by and between:

1. [PARTY A LEGAL NAME], a [State] [corporation/limited liability company/individual/other] with its principal place of business at [ADDRESS] ("Party A"); and
2. [PARTY B LEGAL NAME], a [State] [corporation/limited liability company/individual/other] with its principal place of business at [ADDRESS] ("Party B", and together with Party A, the "Parties", and each, a "Party").

Recitals

A. Whereas, disputes have arisen between the Parties in the civil action styled [CAPTION], pending in the [FULL NAME OF COURT] under Case No. [CASE NUMBER] (the "Action");
B. Whereas, the Parties desire to fully, finally, and irrevocably settle the Action and any and all other Claims (as defined below) on the terms and conditions contained herein; and
C. Whereas, in consideration of the mutual promises set forth herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Parties agree as follows.

NOW, THEREFORE, the Parties agree as follows:

II. DEFINITIONS

For purposes of this Agreement, capitalized terms have the meanings set forth below. Defined terms may be used in the singular or plural form and shall have correlative meanings.

"Action" - Has the meaning given in Recital A.

"Affiliate" - With respect to a Party, any entity controlling, controlled by, or under common control with that Party.

"Agreement" - This Settlement Agreement and Mutual Release, including all Exhibits and Schedules.

"Claim(s)" - Any and all past, present, or future claims, counterclaims, cross-claims, controversies, causes of action, liabilities, debts, damages, judgments, executions, demands, obligations, agreements, costs, expenses (including reasonable attorneys' fees), or losses of whatever kind, whether known or unknown, whether in law, equity, contract, tort, statutory, or otherwise.

"Court" - The court identified in the caption of the Action.

"Dismissal Papers" - The stipulation, motion, and/or proposed order appropriate to the court and procedural posture of the Action, to be approved by the Parties before filing.

"Effective Date" - The date first written above.

"Party" / "Parties" - Has the meaning given in the introduction.

"Settlement Amount" - The total sum of [USD $__________] to be paid by [Payor Party] to [Payee Party] pursuant to Section 2.1.

III. OPERATIVE PROVISIONS

2. Settlement Payment and Dismissal of the Action

2.1 Payment Obligation.
a. Payor: [IDENTIFY] shall pay to [Payee] the Settlement Amount via [wire transfer/certified funds] to the account designated in writing by Payee no later than [NUMBER] business days after the Effective Date (the "Payment Deadline").

b. Taxes. Payee shall be solely responsible for all taxes, assessments, and governmental charges, if any, associated with receipt of the Settlement Amount. The Payor will issue any required tax reporting forms.

2.2 Filing of Dismissal. Within three (3) business days following confirmed receipt of the Settlement Amount, counsel for the Parties shall prepare, approve, sign as appropriate, and file the Dismissal Papers. If the Parties seek continued enforcement jurisdiction in federal court, counsel shall obtain an effective court order retaining jurisdiction or incorporating settlement terms before treating dismissal as complete. They will rely on such jurisdiction only after the court actually enters the order; otherwise enforcement follows the selected forum and applicable law.

2.2A Texas Rule 11 election. If the Action is pending in a Texas court and either Party expects to enforce this settlement in that Action under Tex. R. Civ. P. 11, the Parties choose: ☐ file this signed Agreement with the papers in the Action; or ☐ state its terms in open court and have them entered of record. Counsel shall coordinate the selected step before dismissal. A private signed agreement alone does not satisfy Rule 11's filing or open-court record condition. The Parties shall resolve any requested protection for confidential terms with the Court before filing or reciting them. A settlement reached through an alternative dispute resolution procedure may also be governed by Tex. Civ. Prac. & Rem. Code § 154.071.

2.3 Costs and Fees in the Action. Except as expressly provided in Section 6.3, each Party shall bear its own attorneys' fees and costs incurred in connection with the Action and the negotiation and execution of this Agreement.

IV. REPRESENTATIONS AND WARRANTIES

4.1 Mutual Authority. Each Party represents and warrants that:
a. It has full power and authority to enter into and perform this Agreement and to consummate the settlement contemplated hereby;
b. This Agreement has been duly executed and delivered by such Party and constitutes its legal, valid, and binding obligation enforceable in accordance with its terms; and
c. The execution, delivery, and performance of this Agreement do not and will not violate any judgment, order, contract, or obligation applicable to such Party.

4.2 No Assignment of Claims. Each Party represents that it has not assigned or otherwise transferred any Claim released under this Agreement.

4.3 Survival. The representations and warranties in this Section 4 shall survive the execution and delivery of this Agreement.

V. COVENANTS

5.1 Confidentiality of Settlement Terms. Except as required by law, regulation, court order, or the Rule 11 election in Section 2.2A, the Parties shall keep the existence and terms of this Agreement confidential and shall not disclose them to any third party other than their respective counsel, insurers, accountants, or tax advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. The Parties may disclose terms as reasonably necessary to seek approval, enforce this Agreement, or complete the dismissal, subject to applicable filing and sealing rules.

5.2 Non-Disparagement. Each Party agrees not to make any statement, written or oral, that discredits, disparages, or harms the reputation of the other Party or its Affiliates with respect to any matter related to the Action or this Agreement.

5.3 Further Assurances. Each Party shall execute and deliver such additional documents and take such further actions as may be reasonably necessary to effectuate the intent of this Agreement, including cooperation with respect to the filing of the Dismissal Papers.

5.4 No Injunctive Relief. The parties will seek only relief available under this Agreement and applicable law after any required notice and procedure; this clause does not direct the Court to grant or deny relief.

VI. EVENTS OF DEFAULT; REMEDIES

6.1 Events of Default. The following shall constitute an "Event of Default" under this Agreement:
a. Payor fails to timely pay the Settlement Amount in full; or
b. Any representation or warranty made by a Party in Section 4 is materially false when made.

6.2 Cure Period. Upon an Event of Default, the non-defaulting Party shall provide written notice specifying the nature of the default. The defaulting Party shall have ten (10) calendar days from receipt of such notice to cure the default (the "Cure Period").

6.3 Remedies. If the identified breach remains uncured, the affected party may pursue relief authorized by this Agreement and applicable law in a forum with jurisdiction. No automatic judgment, interest, enforcement fee, or exclusive liability cap is created by this paragraph.

VII. RISK ALLOCATION

7.1 Mutual Releases. Effective only after [CLEARED PAYMENT AND IDENTIFIED PERFORMANCE], Party A releases the claims it owns against [NAMED PERSONS] arising from [IDENTIFIED EVENTS AND DATE RANGE]. Party B releases the claims it owns against [NAMED PERSONS] arising from [IDENTIFIED EVENTS AND DATE RANGE]. Excluded claims, liens, and third-party rights are [LIST OR "NONE"]. No nonparty is released without an identified basis and informed agreement.

7.2 Unknown Claims. The release covers only the identified parties, claims, events, and period expressly stated above. Any waiver of unknown claims requires a separate, informed selection under the law that applies to this settlement.

7.3 No Admission of Liability. This Agreement is the result of a compromise and settlement. Nothing contained herein shall be construed as an admission of liability or wrongdoing by any Party, which is expressly denied.

7.4 Liability. This Agreement does not cap liability for breach unless the parties separately state a reviewed cap, its exceptions, and the law supporting it in [ATTACHED SCHEDULE OR "NONE"].

7.5 Indemnification. Only identified interparty indemnity or contribution claims are included in the releases in Section 7.1. Other indemnity rights or third-party claims are [LIST OR "NOT RELEASED"].

7.6 Force Majeure. No Party shall be liable for any delay in performance directly caused by acts of God, war, terrorism, or other events beyond that Party's reasonable control; provided, however, that this Section does not excuse a Payor's obligation to make the Settlement Amount within thirty (30) days after the force majeure event ceases.

VIII. DISPUTE RESOLUTION; GOVERNING LAW

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 Texas, without giving effect to its conflict-of-laws rules.

8.2 Exclusive Jurisdiction and Venue. Subject to the jurisdiction of the court in which the Action is pending, the Parties submit to the state courts in [COUNTY], Texas, and, if it has independent subject matter jurisdiction, the U.S. District Court for the [DISTRICT] District of Texas (the "Chosen Courts") for disputes arising from this Agreement. The Parties waive venue and forum non conveniens objections to a Chosen Court to the extent permitted by law. This clause does not create federal jurisdiction.

8.3 No Arbitration; No Jury Waiver in This Agreement. This Agreement creates no arbitration requirement or jury-trial waiver. If an existing agreement between the Parties contains either provision, identify whether it continues to apply: [IDENTIFY AGREEMENT AND TREATMENT OR "NONE"]. Any dispute shall be resolved by a court with jurisdiction under applicable law.

IX. GENERAL PROVISIONS

9.1 Amendments; Waivers. No amendment or waiver of any provision of this Agreement shall be effective unless in a writing signed by each Party. No waiver of any breach shall be deemed a waiver of any other or subsequent breach.

9.2 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 in interest in connection with a merger or sale of substantially all assets, provided the assignee assumes all obligations hereunder.

9.3 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

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

9.5 Entire Agreement; Integration. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, negotiations, or understandings, whether oral or written.

9.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, all of which together constitute one instrument. The Parties agree to conduct this transaction electronically and to accept signatures transmitted by PDF or other electronic means, subject to applicable law. Tex. Bus. & Com. Code §§ 322.005(b), 322.007 recognize electronic transactions agreed to by the parties and do not deny a signature effect solely because it is electronic.

9.7 Headings. Section headings are for convenience only and shall not affect interpretation.

9.8 Interpretation. The terms "include," "includes," and "including" are deemed to be followed by "without limitation."

9.9 Construction. The Parties acknowledge that they have participated equally in the negotiation and drafting of this Agreement and that no ambiguity shall be construed against either Party on the basis of authorship.

X. EXECUTION

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

END OF DOCUMENT