SETTLEMENT AGREEMENT AND UNILATERAL RELEASE (COLORADO)
TABLE OF CONTENTS
- Parties and Background
- Settlement Payment and Timing
- Release of Claims by Releasor
- Waiver of Unknown Claims
- No Release by Non-Releasing Party (Optional Covenants)
- 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 Unilateral Release (the "Agreement") is entered into as of [EFFECTIVE DATE] by and between:
- [RELEASOR LEGAL NAME] ("Releasor"), a [entity type / individual] organized under the laws of [state/jurisdiction], with its principal place of business at [address]; and
- [RELEASEE LEGAL NAME] ("Releasee"), a [entity type / individual] 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]. Releasor agrees to release Releasee from certain claims in exchange for the consideration set forth herein.
2. SETTLEMENT PAYMENT AND TIMING
- Settlement Amount: [$AMOUNT] to be paid by Releasee (or third party: [specify]) to Releasor.
- Payment Method: [Wire transfer / ACH / Certified check] to the account designated by Releasor.
- 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. RELEASE OF CLAIMS BY RELEASOR
3.1 Release. Releasor, on behalf of itself and its affiliates, officers, directors, employees, agents, successors, assigns, heirs, executors, administrators, and insurers (collectively, "Releasor Parties"), hereby releases and forever discharges Releasee and its affiliates, officers, directors, employees, agents, successors, assigns, and insurers (collectively, "Releasee Parties") 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 Scope of Release. This release includes, without limitation:
- (a) All claims that were or could have been asserted in [Case Caption / Docket Number, if applicable];
- (b) All claims arising from or related to [describe subject matter];
- (c) All claims, whether based in contract, tort, statute, or any other theory of liability.
3.3 Carve-Outs. Notwithstanding the foregoing, the release in Section 3.1 does not extend to:
- (a) Obligations of Releasee arising under this Agreement;
- (b) [Other carve-outs, e.g., 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. Releasor acknowledges that it has been advised by legal counsel and understands that it may have claims against Releasee of which it is not currently aware. Releasor 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. RELEASOR, 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.
Releasor 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.
4.3 Specific Waiver. Without limiting the generality of the foregoing, Releasor 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."
4.4 Initials. Releasor's authorized signatory initials below to confirm this waiver:
Releasor Initials: _______
5. NO RELEASE BY NON-RELEASING PARTY (OPTIONAL COVENANTS)
5.1 No Release by Releasee. Releasee does not release any claims against Releasor by entering into this Agreement.
5.2 Optional Covenants by Releasee. [Select as applicable]
- ☐ Covenant Not to Sue: Releasee covenants not to initiate any action against Releasor arising from [specify claims/time period] for a period of [X] years from the Effective Date.
- ☐ Standstill: Releasee agrees to a standstill on [specify claims] through [date].
- ☐ Fee/Cost Waiver: Releasee agrees not to seek attorneys' fees or costs from Releasor.
- ☐ Cooperation: Releasee agrees to [specify cooperation commitments].
6. 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.
7. DISMISSAL OF ACTIONS
Within [X] days of receipt of the Settlement Amount, Releasor shall file a [Request for Dismissal with prejudice] of [Case Caption and Docket Number] in [Court Name].
8. CONFIDENTIALITY AND NON-DISPARAGEMENT
8.1 Confidentiality. The terms and existence of this Agreement shall be kept confidential by the Parties.
8.2 Non-Disparagement. [Select as applicable]
- ☐ Mutual: Each Party agrees not to make false or disparaging statements about the other Party.
- ☐ Releasor Only: Releasor agrees not to make false or disparaging statements about Releasee.
8.3 Carve-Outs. The non-disparagement provision does not restrict truthful testimony in response to a subpoena, court order, or government investigation.
8.4 Public Statements. Any public statement regarding this settlement shall be [mutually agreed upon / limited to "The matter has been resolved"].
9. TAXES AND ALLOCATION
- Allocation: The Settlement Amount shall be allocated as follows: [Specify allocation].
- Tax Responsibility: Releasor is responsible for all tax obligations arising from the Settlement Amount.
- Tax Reporting: Releasee shall issue IRS Form [1099 / W-2 / other] as required by law.
- Indemnification: Releasor agrees to indemnify Releasee for any tax liability arising from the allocation.
10. REPRESENTATIONS AND AUTHORITY
10.1 Releasor Representations. Releasor represents and warrants that:
- (a) Releasor has full power and authority to execute and perform this Agreement;
- (b) The individual signing is duly authorized;
- (c) Releasor has not assigned any claims released herein;
- (d) No bankruptcy proceeding is pending;
- (e) Releasor has read and understands this Agreement;
- (f) Releasor is executing this Agreement voluntarily.
10.2 Releasee Representations. Releasee represents and warrants that:
- (a) Releasee has full power and authority to execute and perform this Agreement;
- (b) The individual signing is duly authorized.
11. REMEDIES AND SPECIFIC PERFORMANCE
11.1 Injunctive Relief. The Parties acknowledge that a breach of the confidentiality or non-disparagement provisions would cause irreparable harm.
11.2 Payment Default. In the event of a payment default, after [X] days' written notice, Releasor may pursue all available remedies.
11.3 Breach of Release. If Releasor breaches the release, Releasor shall [return the Settlement Amount / indemnify Releasee].
11.4 Attorneys' Fees. In any action to enforce this Agreement, the prevailing Party shall recover its reasonable attorneys' fees.
12. GOVERNING LAW AND DISPUTE RESOLUTION
12.1 Governing Law. This Agreement shall be governed by the laws of the State of Colorado.
12.2 Venue. Any dispute shall be resolved in the state or federal courts located in [Denver County / Boulder County / El Paso County], Colorado.
12.3 Arbitration (Optional). ☐ If selected, disputes shall be resolved by binding arbitration in [City], Colorado.
12.4 Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY COLORADO LAW, EACH PARTY HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY.
Releasor Initials: _______ Releasee Initials: _______
13. MISCELLANEOUS
13.1 Entire Agreement. This Agreement constitutes the entire understanding between the Parties.
13.2 Amendments. This Agreement may not be amended except by a written instrument signed by both Parties.
13.3 Severability. If any provision is held invalid, the remaining provisions remain in force.
13.4 Counterparts and Electronic Signatures. This Agreement may be executed in counterparts. Electronic signatures are valid pursuant to the Colorado Uniform Electronic Transactions Act (C.R.S. Section 24-71.3-101 et seq.).
13.5 Notices. All notices shall be in writing and delivered by hand, overnight courier, or certified mail.
13.6 No Waiver. The failure to enforce any provision shall not constitute a waiver.
13.7 Construction. This Agreement shall not be construed against any Party as the drafter.
14. SIGNATURES
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
text
RELEASOR: RELEASEE:
__________________________ __________________________
Signature Signature
__________________________ __________________________
Printed Name Printed Name
__________________________ __________________________
Title (if applicable) Title (if applicable)
__________________________ __________________________
Date Date
WAIVER OF UNKNOWN CLAIMS INITIALS:
Releasor: _______
JURY WAIVER INITIALS:
Releasor: _______ Releasee: _______