SETTLEMENT AGREEMENT AND MUTUAL RELEASE (TEXAS)

TABLE OF CONTENTS

1. Parties and Background
2. Settlement Payment and Timing
3. Mutual Release of Claims
4. Waiver of Unknown Claims
5. No Admission of Liability
6. Dismissal of Actions
7. Confidentiality and Non-Disparagement
8. Taxes and Allocation
9. Representations and Authority
10. Remedies and Specific Performance
11. Governing Law and Dispute Resolution
12. Miscellaneous
13. 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 cause number if applicable]. The Parties desire to settle and resolve all claims between them on the terms set forth herein.

[// GUIDANCE: Specify whether affiliates, officers, directors, employees, successors, assigns, and insurers are included as released parties.]

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 Texas Finance Code Chapter 302, 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 Express Waiver. EACH PARTY UNDERSTANDS AND ACKNOWLEDGES THAT THIS RELEASE EXTENDS TO ALL CLAIMS OF EVERY NATURE AND KIND, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, PAST, PRESENT, OR FUTURE, ARISING OUT OF OR RELATING TO THE MATTERS RELEASED HEREIN. EACH PARTY EXPRESSLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE UNDER ANY STATUTE, REGULATION, OR COMMON LAW PRINCIPLE OF TEXAS OR ANY OTHER JURISDICTION THAT WOULD OTHERWISE LIMIT THE EFFECT OF THIS RELEASE TO CLAIMS KNOWN OR SUSPECTED TO EXIST AT THE TIME OF EXECUTION.

4.2 Acknowledgment. Each Party acknowledges that it may hereafter discover claims or facts in addition to or different from those it now knows or believes to exist, but nevertheless intends this release to be a full and final settlement of all such claims. Each Party expressly assumes the risk of such unknown claims and agrees that this Agreement applies to all claims relating to the matters released herein, including those that are currently unknown.

4.3 Fair Notice. THE PARTIES HAVE READ AND UNDERSTAND THE RELEASE PROVISIONS ABOVE AND ACKNOWLEDGE THAT THEY HAVE BEEN GIVEN FAIR NOTICE OF THE CLAIMS BEING RELEASED, INCLUDING UNKNOWN CLAIMS.

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 Motion to Dismiss with prejudice or Agreed Order of Dismissal with prejudice of [Case Caption and Cause Number] in [Court Name], in accordance with Texas Rule of Civil Procedure 162. 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. This provision does not restrict any Party from providing truthful testimony or information in response to a subpoena, court order, or government investigation.

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, e.g., compensatory damages, wages, interest, etc.].
• 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, and each Party has been advised to consult with its own tax advisors.

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 of its choosing.

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 for which monetary damages would be inadequate. Accordingly, the non-breaching Party shall be entitled to seek injunctive relief, specific performance, and other equitable remedies without the requirement of posting a bond, to the extent permitted by Texas law.

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 [accelerate remaining payments / pursue all available remedies including recovery of the full disputed amount].

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, as provided under Texas Civil Practice and Remedies Code Section 38.001 et seq.

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 Texas, 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 [County] County, Texas. Each Party consents to the personal jurisdiction of such courts and waives any objection based on inconvenient forum.

11.3 Arbitration (Optional). [ ] If selected, disputes shall be resolved by binding arbitration in [City], Texas, administered by [JAMS / AAA] in accordance with its [Commercial / Streamlined] Arbitration Rules and the Texas Arbitration Act (Tex. Civ. Prac. & Rem. Code Chapter 171). Judgment on the award may be entered in any court having jurisdiction.

11.4 Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY TEXAS LAW, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. THIS WAIVER IS CONSPICUOUS AND IS A MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER INTO THIS AGREEMENT.

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, each of which shall be deemed an original. Signatures transmitted by facsimile, PDF, or other electronic means shall be valid and binding, in accordance with the Texas Uniform Electronic Transactions Act (Tex. Bus. & Com. Code Chapter 322) and the federal Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. Sections 7001 et seq.).

12.5 Notices. All notices shall be in writing and delivered by hand, overnight courier, or certified mail, return receipt requested, to the addresses set forth above or such other address as a Party may designate in writing.

12.6 No Waiver. The failure of any Party to enforce any provision of this Agreement shall not constitute a waiver of that Party's right to enforce such provision or any other provision.

12.7 Construction. This Agreement shall not be construed against any Party as the drafter. Each Party acknowledges that it has participated in the drafting of this Agreement.

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

JURY WAIVER INITIALS:

Party A: _______ Party B: _______
[// GUIDANCE: For settlements involving minors or incapacitated persons, court approval is required under Texas Property Code Section 142.005 and Texas Rules of Civil Procedure. For structured settlements, consider compliance with Texas Insurance Code Chapter 542A.]