Release (Settlement) Elements

Table of Contents:

• Scope of Release

• No Admission

• Exclusive Claim

• Complete Defense

• Confidentiality

• No Reliance

Release (Settlement) Elements

A release is an essential component of a settlement agreement and commonly contains certain basic elements to preserve its value and ensure its efficacy, including terms relating to the scope of parties, scope of claims, evidentiary prohibition, claim exclusivity, defense/estoppel, confidentiality, reliance disclaimer, etc.:

Scope of Release

The following exemplars provide reasonable descriptions of the scope of the parties (releasing parties and released parties) and the scope claims (released claims) that are subject to the rights and obligations of the release:

Exemplar C60-1

Each Party, for itself, its successors, predecessors, assigns, subsidiaries, parents, affiliates and/or related entities, as well as their officers, directors, employees, partners, and agents, and/or any other successor in interest, hereby releases, acquits and forever discharges the other Party, its successors, predecessors, assigns, subsidiaries, parents, affiliates and/or related entities, as well as their officers, directors, employees, partners, and agents, and/or any other successor in interest from any and all claims, demands, actions, causes of action, damages, costs, expenses, fees, suits, debts, dues, sums of money, accounts, bonds, bills, contracts, covenants, controversies, variances, judgments, obligations and other liabilities whatsoever, whether known or unknown, whether foreseen or unforeseen, whether in law or in equity, whether compulsory or permissive, whether sounding in tort, contract, fraud, statutory or regulatory violation, related to or arising from the Claim.

Exemplar C60-2

In consideration of the terms and conditions of this Settlement Agreement, the adequacy of which is hereby acknowledged, Customer and its successors, predecessors, assigns, subsidiaries, parents, affiliates, and/or related entities, as well as their officers, directors, employees, partners, agents, and/or any other successor in interest (the “Customer Releasing Parties”), hereby release, acquit, and forever discharge Contractor, its successors, predecessors, assigns, subsidiaries, parents, affiliates and related entities, as well as their officers, directors, employees, partners, agents, and any other successor in interest (the “Contractor Released Parties”) from any and all claims, causes of action, costs, requests for reimbursement, or other claim for relief or remedy, which the Customer Releasing Parties may have, known or unknown, against the Contractor Released Parties relating to, arising from and/or in connection with the Claim (the “Customer Released Claims”).

Exemplar C60-3

In consideration of the Settlement Amount, which shall be paid by CONTRACTOR to Customer within five (5) business days of the Effective Date hereof, Customer releases and forever discharges CONTRACTOR and its affiliates, successors and assigns (the “Releasees”), from any and all liability, claims, actions, causes of action, demands, costs, and expenses that Customer may now have against the Releasees or that might subsequently be revealed or accrue against the Releasees, arising out of or connected with the Claim Amount for which Customer has made the Customer Claims. This Release shall forever settle and discharge all claims of Customer against the Releasees in connection with the Claim Amount. Upon receipt of the Settlement Amount, Customer promises not to assert against the Releasees in any court of law, any claim or claims that Customer now have or may have in the future, known or unknown, against the Releasees arising from the Claim Amount.

No Admission

An essential element of a release is the prohibition against using its existence or acts taken in accordance with it as evidence against the parties to the release:

Exemplar C60-4

It is acknowledged by Claimant that payment of the Consideration by Contractor is in payment and settlement of the disputed claims and the payment is not to be construed as an admission of liability upon the part of Contractor and liability is expressly denied.

Exemplar C60-5

It is understood and agreed that this Release is made and entered into as a compromise of a disputed claim and is in no respect an admission of liability on the part of the Releasees and that the purpose of this Release is to dispose of all responsibility and liability now existing or which may hereafter arise in favor of Customer and/or its successors or assigns against the Releasees regarding the Customer Claims.

In the following exemplars, an exception to the evidentiary prohibition is recognized for actions taken by a party to enforce the terms of the Release:

Exemplar C60-6

This Release is for settlement purposes only, and neither the fact of, nor any provision contained in this Release, nor any action taken hereunder shall constitute or be construed as any admission by Seller of the validity of the Claim. This Release shall not be offered or be admissible in evidence against any party or cited or referred to in any action or proceeding, except in any action or proceeding brought by or against any party to enforce this Settlement Agreement, or by any party in defense of any claim brought by another party.

Exemplar C60-7

This agreement is made and entered into as a compromise of a disputed claim and shall not be considered an admission of negligence, breach of a contract or any other basis for liability by either party. This agreement shall not be offered or be admissible in evidence against either party or cited or referred to in any action or proceeding, except in any action or proceeding brought by or against a party to enforce this agreement, or by a party in defense of any such action.

Exclusive Claim

Another essential element of a release is the expectation of the parties that the release categorically settles the claim under dispute, which could be undermined if not all the interested parties are parties to the release and/or if the claim has been assigned to a third party:

Exemplar C60-8

Claimant acknowledges and agrees that it is exclusively entitled to any recovery as related hereto and proceeds and settlement referenced herein. Claimant acknowledges and agrees that it has not sold, reserved, assigned, transferred or vested in any other person or entity any portion of the claim referenced and released herein. This Release is being executed by the undersigned being authorized to do so.

Exemplar C60-9

This Release is being made with the understanding that the Parties have not assigned, sold or otherwise transferred any rights they had, may have had or has against each other regarding the Claim Amount, and that they have taken and shall take no action giving rise to a claim against each other in favor of any third party.

Complete Defense

In the following exemplar, the parties confirm that the release operates to bar any claim within its defined scope:

Exemplar C60-10

In the event that a Releasing Party makes any claim, or commences, or threatens to commence, any claim against any or all of the other Released Parties in contravention of this Settlement Agreement, this Settlement Agreement may be raised as an estoppel and complete bar to any such claim.

In the following exemplar, an exception is made for actions to enforce the release:

Exemplar C60-11

The undersigned understands, agrees and warrants that this document may be pled as a complete bar and defense to any action or other proceedings which may be instituted or brought by the undersigned arising out of the subject matter hereof, provided, however, that such bar or defense shall not apply to any action or claim arising from the breach of this Release.

Confidentiality

Exemplar C60-12

The terms of this Release as well as the existence of same are agreed to be held by both parties in confidence, not to be disclosed to any third parties except counsel and accountants in connection with this Release.

No Reliance

Exemplar C60-13

Claimant warrants that no promise or agreement not herein expressed has been made to Claimant, and that in executing this Release, Claimant is not relying on any statement or representation made by any party or party's agents, servants or representatives, but is relying solely on Claimant's own judgment and knowledge, and that the above sum is received by Claimant in full settlement and satisfaction of all the aforesaid claims and demands whatsoever.