SETTLEMENT AGREEMENT AND UNILATERAL RELEASE (NEW YORK)
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 index/docket number if applicable]. Releasor agrees to release Releasee from certain claims in exchange for the consideration 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 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 statutory rate under New York CPLR Section 5004 (currently 9% per annum) or as otherwise agreed: [X]% per annum.
- 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 / Index 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 Express Waiver. Releasor 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. Releasor expressly waives any and all rights it may have under any statute, regulation, or common law principle that would otherwise limit the effect of this release to claims known or suspected to exist at the time of execution.
4.2 Acknowledgment. Releasor 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. Releasor 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 New York General Obligations Law. Releasor acknowledges that under New York law, a release may be enforceable even as to claims unknown at the time of execution, and Releasor has been advised to and has had the opportunity to consult with counsel regarding the scope and effect of this release.
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 in connection with [specify matter].
- [ ] Cooperation: Releasee agrees to [specify cooperation commitments, e.g., providing information, serving as witness].
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. This Agreement is inadmissible in any proceeding except to enforce its terms.
7. DISMISSAL OF ACTIONS
Within [X] days of receipt of the Settlement Amount, Releasor shall file a Stipulation of Discontinuance with prejudice of [Case Caption and Index/Docket Number] in [Court Name], in accordance with CPLR Section 3217. Each Party shall bear its own attorneys' fees and costs unless otherwise specified herein.
8. CONFIDENTIALITY AND NON-DISPARAGEMENT
8.1 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.
8.2 Non-Disparagement. [Select as applicable]
- [ ] Mutual: 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.
- [ ] Releasor Only: Releasor agrees not to make, publish, or communicate any false or disparaging statements about Releasee or its officers, directors, employees, or agents.
8.3 Carve-Outs. The non-disparagement provision does not restrict any Party from providing truthful testimony or information 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 in writing / limited to "The matter has been resolved"].
9. TAXES AND ALLOCATION
- Allocation: The Settlement Amount shall be allocated as follows: [Specify allocation, e.g., compensatory damages, wages, emotional distress, interest, etc.].
- 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.
- 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.
- Indemnification: Releasor agrees to indemnify Releasee for any tax liability, penalties, or interest arising from the allocation or characterization of the Settlement Amount.
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 on behalf of Releasor is duly authorized to do so;
- (c) Releasor 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) Releasor has read this Agreement, understands its contents, and has had the opportunity to consult with legal counsel of its choosing;
- (f) Releasor is executing this Agreement voluntarily and without coercion.
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 on behalf of Releasee is duly authorized to do so.
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 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 New York law.
11.2 Payment Default. In the event of a payment default, after [X] days' written notice and opportunity to cure, Releasor may [accelerate remaining payments / pursue all available remedies / seek to set aside the release].
11.3 Breach of Release. If Releasor breaches the release by asserting any released claim, Releasor shall [return the Settlement Amount / indemnify Releasee for defense costs and damages].
11.4 Attorneys' Fees. In any action to enforce this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs.
12. GOVERNING LAW AND DISPUTE RESOLUTION
12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Pursuant to New York General Obligations Law Section 5-1401, the Parties agree that New York law shall govern this Agreement notwithstanding the amount in controversy.
12.2 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, New York. Each Party consents to the personal jurisdiction of such courts and waives any objection based on inconvenient forum pursuant to New York General Obligations Law Section 5-1402.
12.3 Arbitration (Optional). [ ] If selected, disputes shall be resolved by binding arbitration in [City], New York, administered by [JAMS / AAA] in accordance with its [Commercial / Streamlined] Arbitration Rules. Judgment on the award may be entered in any court having jurisdiction.
12.4 Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY NEW YORK 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 A MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER INTO THIS AGREEMENT.
Releasor Initials: _______ Releasee Initials: _______
13. MISCELLANEOUS
13.1 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.
13.2 Amendments. This Agreement may not be amended or modified except by a written instrument signed by both Parties.
13.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
13.4 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 New York Electronic Signatures and Records Act (N.Y. State Tech. Law Sections 301-309) and the federal Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. Sections 7001 et seq.).
13.5 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.
13.6 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.
13.7 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.
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
JURY WAIVER INITIALS:
Releasor: _______ Releasee: _______
[// GUIDANCE: For settlements involving minors or incompetent persons, court approval is required under CPLR Section 1207 (Infant's Compromise). For employment-related releases, consider requirements under New York Labor Law and Human Rights Law, including 21-day consideration periods for age discrimination claims under ADEA.]