SETTLEMENT AGREEMENT AND MUTUAL RELEASE (COLORADO)
TABLE OF CONTENTS
- Parties and Background
- Settlement Payment and Timing
- Mutual Release of Claims
- Waiver of Unknown Claims
- No Admission of Liability
- Dismissal of Actions
- Confidentiality and Non-Disparagement
- Taxes and Allocation
- Representations and Authority
- Remedies and Specific Performance
- Governing Law and Dispute Resolution
- Miscellaneous
- Signatures
1. PARTIES AND BACKGROUND
This Settlement Agreement and Mutual Release (the "Agreement") is entered into as of [EFFECTIVE DATE] by and between:
- [PARTY A LEGAL NAME] ("Party A"), a [entity type] organized under the laws of [state/jurisdiction], with its principal place of business at [address]; and
- [PARTY B LEGAL NAME] ("Party B"), a [entity type] organized under the laws of [state/jurisdiction], with its principal place of business at [address]
(each a "Party" and collectively the "Parties").
Background. The Parties are involved in a dispute arising from [describe dispute, including case caption and docket number if applicable]. The Parties desire to settle and resolve all claims between them on the terms set forth herein.
2. SETTLEMENT PAYMENT AND TIMING
- Settlement Amount: [$AMOUNT] to be paid by [PAYER] to [PAYEE].
- Payment Method: [Wire transfer / ACH / Certified check] to the account designated by Payee.
- Due Date: Payment due within [X] business days of the Effective Date.
- Late Payment Interest: If payment is not received by the due date, interest shall accrue at the rate of [X]% per annum or the maximum rate permitted by Colorado law (8% per annum under C.R.S. Section 5-12-101), whichever is less.
- Installment Schedule (if applicable): [Describe payment schedule or state "N/A"].
- Conditions Precedent: Payment is conditioned upon [execution of this Agreement / filing of dismissal / other conditions].
3. MUTUAL RELEASE OF CLAIMS
3.1 Release by Party A. Party A, on behalf of itself and its affiliates, officers, directors, employees, agents, successors, assigns, and insurers (collectively, "Party A Releasors"), hereby releases and forever discharges Party B and its affiliates, officers, directors, employees, agents, successors, assigns, and insurers (collectively, "Party B Releasees") from any and all claims, demands, actions, causes of action, suits, debts, liabilities, damages, costs, expenses, and attorneys' fees, whether known or unknown, suspected or unsuspected, arising out of or relating to [describe dispute/time period], from the beginning of time through the Effective Date.
3.2 Release by Party B. Party B, on behalf of itself and its affiliates, officers, directors, employees, agents, successors, assigns, and insurers (collectively, "Party B Releasors"), hereby releases and forever discharges Party A and its affiliates, officers, directors, employees, agents, successors, assigns, and insurers (collectively, "Party A Releasees") from any and all claims, demands, actions, causes of action, suits, debts, liabilities, damages, costs, expenses, and attorneys' fees, whether known or unknown, suspected or unsuspected, arising out of or relating to [describe dispute/time period], from the beginning of time through the Effective Date.
3.3 Carve-Outs. Notwithstanding the foregoing, the releases in Sections 3.1 and 3.2 do not extend to:
- (a) Obligations arising under this Agreement;
- (b) [Other carve-outs, e.g., indemnity rights, workers' compensation claims, claims that cannot be released by law];
- (c) Claims for enforcement of this Agreement.
4. WAIVER OF UNKNOWN CLAIMS
4.1 Acknowledgment of Unknown Claims. Each Party acknowledges that it has been advised by legal counsel and understands that it may have claims against the other Party of which it is not currently aware. Each Party expressly acknowledges that it has considered and taken into account in executing this Agreement the possibility of the existence of such unknown claims.
4.2 Express Waiver of Unknown Claims. EACH PARTY, BEING AWARE OF THE POSSIBILITY OF UNKNOWN CLAIMS, EXPRESSLY WAIVES AND RELINQUISHES, TO THE FULLEST EXTENT PERMITTED BY COLORADO LAW, ANY AND ALL RIGHTS AND BENEFITS THAT IT MAY HAVE UNDER ANY LAW OR COMMON LAW PRINCIPLE THAT WOULD OTHERWISE LIMIT THE RELEASE TO CLAIMS KNOWN OR SUSPECTED TO EXIST AT THE TIME OF EXECUTING THIS AGREEMENT.
Each Party understands and acknowledges that if the facts with respect to this Agreement are found hereafter to be different from the facts now believed to be true, this Agreement shall remain effective notwithstanding such different facts. Each Party assumes the risk of such different or additional facts and agrees that this Agreement shall remain in full force and effect notwithstanding such different or additional facts.
4.3 Specific Waiver. Without limiting the generality of the foregoing, each Party specifically waives any rights under any statute, rule, or common law principle (including any principles similar to California Civil Code Section 1542) that provides:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."
[// GUIDANCE: Colorado follows common law principles regarding releases. While Colorado does not have a statutory equivalent to California Civil Code Section 1542, an express waiver of unknown claims should be included. Colorado courts generally enforce broad releases when the language is clear and unambiguous.]
4.4 Initials. Each Party's authorized signatory initials below to confirm this waiver:
Party A Initials: _______ Party B Initials: _______
5. NO ADMISSION OF LIABILITY
This Agreement is a compromise of disputed claims. Nothing herein shall be construed as an admission of liability or wrongdoing by any Party. This Agreement is inadmissible in any proceeding except to enforce its terms.
6. DISMISSAL OF ACTIONS
Within [X] days of receipt of the Settlement Amount, the Parties shall file a [Stipulation of Dismissal with prejudice] of [Case Caption and Docket Number] in [Court Name]. Each Party shall bear its own attorneys' fees and costs unless otherwise specified herein.
7. CONFIDENTIALITY AND NON-DISPARAGEMENT
7.1 Confidentiality. The terms and existence of this Agreement shall be kept confidential by the Parties, except as may be required by law, legal process, or regulatory authority, or as disclosed to each Party's attorneys, accountants, tax advisors, and insurers on a need-to-know basis.
7.2 Non-Disparagement. Each Party agrees not to make, publish, or communicate any false or disparaging statements about the other Party or its officers, directors, employees, or agents.
7.3 Public Statements. Any public statement regarding this settlement shall be [mutually agreed upon in writing / limited to "The matter has been resolved to the parties' mutual satisfaction"].
8. TAXES AND ALLOCATION
- Allocation: The Settlement Amount shall be allocated as follows: [Specify allocation].
- Tax Responsibility: Each Party is responsible for its own tax obligations arising from the Settlement Amount.
- Tax Reporting: [PAYER] shall issue IRS Form [1099 / W-2 / other] as required by law.
- No Tax Advice: Neither Party has provided tax advice to the other.
9. REPRESENTATIONS AND AUTHORITY
Each Party represents and warrants that:
- (a) It has full power and authority to execute and perform this Agreement;
- (b) The individual signing on behalf of such Party is duly authorized to do so;
- (c) It has not assigned, transferred, or encumbered any claims released herein;
- (d) No bankruptcy, insolvency, or similar proceeding is pending that would impair the validity of this release;
- (e) It has read this Agreement, understands its contents, and has had the opportunity to consult with legal counsel.
10. REMEDIES AND SPECIFIC PERFORMANCE
10.1 Injunctive Relief. The Parties acknowledge that a breach of the confidentiality or non-disparagement provisions would cause irreparable harm. Accordingly, the non-breaching Party shall be entitled to seek injunctive relief without the requirement of posting a bond.
10.2 Payment Default. In the event of a payment default, after [X] days' written notice and opportunity to cure, the non-defaulting Party may pursue all available remedies.
10.3 Attorneys' Fees. In any action to enforce this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs.
11. GOVERNING LAW AND DISPUTE RESOLUTION
11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of laws principles.
11.2 Venue. Any dispute arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located in [Denver County / Boulder County / El Paso County], Colorado.
11.3 Arbitration (Optional). ☐ If selected, disputes shall be resolved by binding arbitration in [City], Colorado, administered by [JAMS / AAA].
11.4 Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY COLORADO LAW, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY.
Party A Initials: _______ Party B Initials: _______
12. MISCELLANEOUS
12.1 Entire Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes all prior negotiations, representations, or agreements relating to the subject matter hereof.
12.2 Amendments. This Agreement may not be amended or modified except by a written instrument signed by both Parties.
12.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
12.4 Counterparts and Electronic Signatures. This Agreement may be executed in counterparts. Signatures transmitted by PDF or other electronic means shall be valid and binding, in accordance with the Colorado Uniform Electronic Transactions Act (C.R.S. Section 24-71.3-101 et seq.) and the federal E-SIGN Act.
12.5 Notices. All notices shall be in writing and delivered by hand, overnight courier, or certified mail.
12.6 No Waiver. The failure of any Party to enforce any provision shall not constitute a waiver.
12.7 Construction. This Agreement shall not be construed against any Party as the drafter.
13. SIGNATURES
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
text
PARTY A: PARTY B:
__________________________ __________________________
Signature Signature
__________________________ __________________________
Printed Name Printed Name
__________________________ __________________________
Title Title
__________________________ __________________________
Date Date
WAIVER OF UNKNOWN CLAIMS INITIALS:
Party A: _______ Party B: _______
JURY WAIVER INITIALS:
Party A: _______ Party B: _______