SETTLEMENT AGREEMENT AND MUTUAL RELEASE (DELAWARE)
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") and [PARTY B LEGAL NAME] ("Party B").
Background. The Parties are involved in a dispute arising from [describe dispute]. The Parties desire to settle and resolve all claims.
2. SETTLEMENT PAYMENT AND TIMING
- Settlement Amount: [$AMOUNT] to be paid by [PAYER] to [PAYEE].
- Due Date: Payment due within [X] business days of the Effective Date.
- Late Payment Interest: Interest shall accrue at [X]% per annum or the maximum rate permitted by Delaware law (5% over the Federal Reserve discount rate under 6 Del. C. Section 2301), whichever is less.
3. MUTUAL RELEASE OF CLAIMS
3.1 Release by Party A. Party A hereby releases Party B from any and all claims, whether known or unknown, arising out of or relating to [describe dispute/time period].
3.2 Release by Party B. Party B hereby releases Party A from any and all claims, whether known or unknown, arising out of or relating to [describe dispute/time period].
3.3 Carve-Outs. The releases do not extend to obligations arising under this Agreement.
4. WAIVER OF UNKNOWN CLAIMS
4.1 Express Waiver. EACH PARTY EXPRESSLY WAIVES AND RELINQUISHES, TO THE FULLEST EXTENT PERMITTED BY DELAWARE 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 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: Delaware follows common law principles regarding releases. Delaware courts generally enforce broad releases when the language is clear and unambiguous.]
4.2 Initials. 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.
6. DISMISSAL OF ACTIONS
Within [X] days of receipt of the Settlement Amount, the Parties shall file a [Stipulation of Dismissal with prejudice].
7. CONFIDENTIALITY AND NON-DISPARAGEMENT
The terms of this Agreement shall be kept confidential. Each Party agrees not to make false or disparaging statements about the other Party.
8. TAXES AND ALLOCATION
Each Party is responsible for its own tax obligations.
9. REPRESENTATIONS AND AUTHORITY
Each Party represents that it has full power and authority to execute this Agreement.
10. REMEDIES
The prevailing Party in any action to enforce this Agreement shall recover its reasonable attorneys' fees.
11. GOVERNING LAW AND DISPUTE RESOLUTION
11.1 Governing Law. This Agreement shall be governed by the laws of the State of Delaware.
11.2 Venue. Any dispute shall be resolved in the state or federal courts located in [New Castle County / Kent County / Sussex County], Delaware.
11.3 Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY DELAWARE LAW, EACH PARTY HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY.
Party A Initials: _______ Party B Initials: _______
12. MISCELLANEOUS
Electronic signatures are valid pursuant to the Delaware Uniform Electronic Transactions Act (6 Del. C. Section 12A-101 et seq.).
13. SIGNATURES
text
PARTY A: PARTY B:
__________________________ __________________________
Signature Signature
__________________________ __________________________
Printed Name Printed Name
__________________________ __________________________
Date Date
WAIVER OF UNKNOWN CLAIMS INITIALS:
Party A: _______ Party B: _______
JURY WAIVER INITIALS:
Party A: _______ Party B: _______