DEED OF RELEASE
This Deed of Release ("this Deed") is dated this _________________
BETWEEN:
________
of the following address:
________
("the Releasor")
AND
________
of the following address:
________
("the Releasee")
BACKGROUND
The Releasor and the Releasee have a prior relationship as described in this Deed ("the Relationship").
The Releasor and the Releasee have chosen to enter this Deed in order to settle any and all claims arising out of the Relationship, on the terms set out in this Deed.
In consideration of the agreements and covenants set out in this Deed, the Releasor and the Releasee agree as follows.
(1) DEFINITIONS
"Business Day" means a day which is not a Saturday, Sunday or public holiday in New South Wales.
"Deed" means this Deed of Release.
"Deed Date" means _________________
"Parties" means parties to this Deed.
"Party" means a party to this Deed.
"Relationship" means the prior relationship between the Releasor and the Releasee as described in the "Details of Relationship" clause of this Deed.
"Releasee" means ________.
"Releasor" means ________.
(2) INTERPRETATION
In this Deed, unless the context otherwise requires, the following rules of interpretation shall apply:
(a) Words referring to one gender include every other gender.
(b) Words referring to a singular number include the plural, and words referring to a plural include the singular.
(c) If a word or phrase is defined in this Deed then any grammatical variations of that word or phrase have a corresponding meaning.
(d) Words referring to a person or persons include firms, corporations, associations, partnerships, joint ventures, authorities, government bodies, organisations and other legal entities, and vice versa.
(e) Any reference to time is a reference to time in New South Wales.
(f) In the event that something must be done under this Deed on or before a particular date, if that date falls on a day which is not a business day, then that thing must be done on or before the next business day.
(g) Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.
(h) Headings and titles are included in this Deed for convenience only and shall not affect the interpretation of this Deed.
(i) A reference to legislation or any part or provision of that legislation includes any subordinate legislation, any amended legislation, and any substituted legislation issued under that legislation.
(j) A reference to an agreement or document is a reference to that agreement or document as amended, replaced, supplemented or novated from time to time.
(k) A reference to a Party also includes that Party's successors, assigns, legal personal representatives and/or any person that is substituted by way of novation.
(l) Any reference to money or currency, unless otherwise specified, is a reference to Australian dollars.
(3) DETAILS OF RELATIONSHIP
(a) The details of the Relationship between the Releasee and the Releasor ("the Relationship") are as follows:
________
(b) The dispute or claim to which this Deed relates arises from the Relationship.
(4) PAYMENT
(a) In consideration for the release provided by the Releasor under this Deed, the Releasee has paid the Releasor the following amount ("Payment"):
$________ (________)
(b) The Releasor hereby acknowledges receipt of the Payment.
(5) OTHER BENEFITS
(a) In addition to the Payment which the Releasee has paid to the Releasor under the preceding clause hereof, in consideration for the release provided by the Releasor under this Deed, the Releasee has done the following ("Benefit"):
________
(b) The Releasor hereby acknowledges receipt of the Benefit.
(6) SUFFICIENCY OF PAYMENT AND BENEFIT
The Releasor hereby acknowledges the sufficiency of the Payment and the Benefit as consideration.
(7) RELEASE
In consideration for any payments and/or benefits set out in this Deed, and except as otherwise required by law, the Releasor hereby irrevocably and unconditionally releases and discharges the Releasee, together with any officers, employees, directors, agents, contractors, assignees, successors or other representatives of the Releasee, from any and all claims, debts, demands, suits, actions, proceedings or other liabilities whatsoever (including any costs whether legal or otherwise) which the Releasor may have or may at any time incur against the Releasee or any officers, employees, directors, agents, contractors, assignees, successors or other representatives of the Releasee (whether directly or indirectly) in connection with the Relationship.
(8) RELEASOR ACKNOWLEDGEMENT
The Releasor hereby acknowledges and agrees:
(a) That the release provided by the Releasor under the "Release" clause of this Deed is expressly intended to extinguish certain rights which the Releasor may have in connection with the Relationship, and is intended to bind the Releasor as well as any spouse, heirs, executors, administrators, legal personal representatives, successors and assignees of the Releasor.
(b) That any parties which are not Parties to this Deed but which are released by the Releasor due to their respective roles as officers, employees, directors, agents, contractors, assignees, successors or other representatives of the Releasee under the "Release" clause of this Deed may rely on this Deed as a complete bar to any claims, debts, demands, suits, actions, proceedings or other liabilities whatsoever (including any costs whether legal or otherwise) which the Releasor may pursue in connection with the Relationship.
(9) BAR TO FURTHER PROCEEDINGS
The Parties hereby expressly agree that this Deed may be pleaded as a full and complete defence to any claims, debts, demands, suits, actions, proceedings or other liabilities that any other Party to this Deed (or any officers, employees, directors, agents, contractors, assignees, successors or other representatives of any other Party to this Deed) may pursue at any time in relation to the Relationship.
(10) FULL AND FINAL SETTLEMENT
Each Party respectively hereby expressly acknowledges and agrees that the Payment and the Benefit are the sole consideration under this Deed and that the Payment and the Benefit are accepted voluntarily, for the purpose of creating a full and final settlement of any and all claims for any losses, damages, injuries or otherwise that may arise out of the Relationship.
(11) WARRANTIES REGARDING LEGAL ADVICE
(a) Each Party, (which for the purposes of this clause shall be referred to as the "Warranting Party" as the context requires) hereby respectively warrants:
(I) the Warranting Party fully understands the terms of this Deed.
(II) the Warranting Party has had the opportunity to obtain independent legal advice in relation to the matters addressed by this Deed and the Warranting Party has either:
(A) taken such independent legal advice; or
(B) elected not to take such independent legal advice.
(III) the Warranting Party has not been induced to enter this Deed by any representation(s) made by the other Party or by any officer, employee, director, agent, contractor, assignee, successor or other representative, except as provided in this Deed.
(b) This clause will survive termination or expiration of this Deed.
(12) NO ADMISSION OF LIABILITY
Nothing in this Deed constitutes an admission of liability by the Releasee.
(13) CONFIDENTIALITY
(a) Subject to this clause, the Parties each respectively hereby agree to keep the provisions of this Deed confidential.
(b) Notwithstanding the preceding sub-clause hereof, the Parties may disclose any details of this Deed ("Details"):
(I) to their respective legal or financial advisors ("Advisors") provided that the Party disclosing the Details to any such Advisors first ensures that those Advisors are legally bound to keep the Details confidential on terms at least as onerous as those contained in this Deed; or
(II) as otherwise required by law, by court order, or by the requirement of any stock exchange or regulatory authority.
(c) This clause will survive termination or expiration of this Deed.
(14) NON DISPARAGEMENT
The Parties each hereby respectively agree not to disparage, denigrate or harm the reputation of the other Party or any officers, employees, directors, agents, contractors, assignees, successors or other representatives of the other Party (if applicable).
(15) 585585 828552585
52 52852822 22 252 8582282 252225 22 2588 8225, 2588 8225 82282825228 252 222852 525222222 8228222 252 2552828 525 8522582528 522 25825 25 822222225522258 52525825258228, 8522525 8582222 25 2558.
(16) LEGAL COSTS
Each Party must pay its own legal costs of and incidental to this Deed.
(17) GENERAL PROVISIONS
(a) GOVERNING LAW: This Deed shall be governed in all respects by the laws of New South Wales and any applicable federal law. Both Parties consent to jurisdiction under the state and federal courts within New South Wales.
(b) LANGUAGE: All communications made or notices given pursuant to this Deed shall be in the English language.
(c) AMENDMENTS: This Deed may only be amended in writing signed by both Parties.
(d) RIGHTS, REMEDIES AND POWERS: Unless expressly provided in this Deed, any rights, remedies or powers which a Party acquires under this Deed are cumulative and apply in addition to any rights, remedies or powers which that Party may otherwise have. Unless expressly provided in this Deed, nothing in this Deed shall in any way reduce, extinguish, postpone, restrict or otherwise limit any right, remedy or power which that Party may have.
(e) SURVIVAL OF OBLIGATIONS: At the termination or expiration of this Deed, any provisions of this Deed which would by their nature be expected to survive termination or expiration shall remain in full force and effect, including but not limited to any provisions which are explicitly stated to survive termination and/or expiration.
(f) NO WAIVER: None of the powers or rights created under the terms of this Deed shall be deemed to have been waived by any act or acquiescence of either Party. A power or right under the terms of this Deed may only be waived in writing, signed by the Party that is waiving the said power or right. No waiver of any power or right under a term of this Deed shall constitute a waiver of any other power or right or of the same power or right on a future date. Failure of either Party to enforce any term of this Deed shall not constitute waiver of such term or any other term.
(g) 555588852558: 52 522 252888822 25 2252 22 2588 8225 88 5285 22 82 5222225825882, 2522 2588 8225 8888 82 522225 5222525 22 252 252222 228288552 22 522525 252 225258882 5222225825882 252888822, 525 252 5282 22 252 8225, 85885 525 22225825882. 52 5 82552 52888228 22 52225 2588 8225 58 25288525 525282, 252 8285885822 25 5222225825888822 22 522 252888822 22 2588 8225 85588 222 522282 252 85885822 25 22225825888822 22 252 522582822 22528 525 2528888228, 85885 85588 82 22225825 58 82 252 222225822 2252 25 252888822 555 222 8222 82885525 82 2588 8225.
(h) COUNTERPARTS: This Deed may be executed in counterparts, all of which shall constitute a single agreement. If the dates set forth at the end of this document are different, this Deed is to be considered effective as of the date that both Parties have signed the agreement, which may be the later date.
(i) FORCE MAJEURE/EXCUSE: Neither Party is liable to the other for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
(j) FURTHER ACTS: Each Party must, and must ensure that its directors, employees, officers, agents, representatives and contractors do all things and sign, execute and deliver all documents, agreements and instruments as reasonably required in order to give effect to this Deed and to the rights and obligations of the Parties created under this Deed.
EXECUTED AS A DEED THIS ________
Signed Sealed and Delivered by ________:
____________________________________
________
In the presence of:
____________________________________
Witness Signature
____________________________________
Witness Name
____________________________________
Witness Occupation
____________________________________
____________________________________
Witness Address
Signed Sealed and Delivered by ________:
____________________________________
________
In the presence of:
____________________________________
Witness Signature
____________________________________
Witness Name
____________________________________
Witness Occupation
____________________________________
____________________________________
Witness Address
DEED OF RELEASE
This Deed of Release ("this Deed") is dated this _________________
BETWEEN:
________
of the following address:
________
("the Releasor")
AND
________
of the following address:
________
("the Releasee")
BACKGROUND
The Releasor and the Releasee have a prior relationship as described in this Deed ("the Relationship").
The Releasor and the Releasee have chosen to enter this Deed in order to settle any and all claims arising out of the Relationship, on the terms set out in this Deed.
In consideration of the agreements and covenants set out in this Deed, the Releasor and the Releasee agree as follows.
(1) DEFINITIONS
"Business Day" means a day which is not a Saturday, Sunday or public holiday in New South Wales.
"Deed" means this Deed of Release.
"Deed Date" means _________________
"Parties" means parties to this Deed.
"Party" means a party to this Deed.
"Relationship" means the prior relationship between the Releasor and the Releasee as described in the "Details of Relationship" clause of this Deed.
"Releasee" means ________.
"Releasor" means ________.
(2) INTERPRETATION
In this Deed, unless the context otherwise requires, the following rules of interpretation shall apply:
(a) Words referring to one gender include every other gender.
(b) Words referring to a singular number include the plural, and words referring to a plural include the singular.
(c) If a word or phrase is defined in this Deed then any grammatical variations of that word or phrase have a corresponding meaning.
(d) Words referring to a person or persons include firms, corporations, associations, partnerships, joint ventures, authorities, government bodies, organisations and other legal entities, and vice versa.
(e) Any reference to time is a reference to time in New South Wales.
(f) In the event that something must be done under this Deed on or before a particular date, if that date falls on a day which is not a business day, then that thing must be done on or before the next business day.
(g) Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.
(h) Headings and titles are included in this Deed for convenience only and shall not affect the interpretation of this Deed.
(i) A reference to legislation or any part or provision of that legislation includes any subordinate legislation, any amended legislation, and any substituted legislation issued under that legislation.
(j) A reference to an agreement or document is a reference to that agreement or document as amended, replaced, supplemented or novated from time to time.
(k) A reference to a Party also includes that Party's successors, assigns, legal personal representatives and/or any person that is substituted by way of novation.
(l) Any reference to money or currency, unless otherwise specified, is a reference to Australian dollars.
(3) DETAILS OF RELATIONSHIP
(a) The details of the Relationship between the Releasee and the Releasor ("the Relationship") are as follows:
________
(b) The dispute or claim to which this Deed relates arises from the Relationship.
(4) PAYMENT
(a) In consideration for the release provided by the Releasor under this Deed, the Releasee has paid the Releasor the following amount ("Payment"):
$________ (________)
(b) The Releasor hereby acknowledges receipt of the Payment.
(5) OTHER BENEFITS
(a) In addition to the Payment which the Releasee has paid to the Releasor under the preceding clause hereof, in consideration for the release provided by the Releasor under this Deed, the Releasee has done the following ("Benefit"):
________
(b) The Releasor hereby acknowledges receipt of the Benefit.
(6) SUFFICIENCY OF PAYMENT AND BENEFIT
The Releasor hereby acknowledges the sufficiency of the Payment and the Benefit as consideration.
(7) RELEASE
In consideration for any payments and/or benefits set out in this Deed, and except as otherwise required by law, the Releasor hereby irrevocably and unconditionally releases and discharges the Releasee, together with any officers, employees, directors, agents, contractors, assignees, successors or other representatives of the Releasee, from any and all claims, debts, demands, suits, actions, proceedings or other liabilities whatsoever (including any costs whether legal or otherwise) which the Releasor may have or may at any time incur against the Releasee or any officers, employees, directors, agents, contractors, assignees, successors or other representatives of the Releasee (whether directly or indirectly) in connection with the Relationship.
(8) RELEASOR ACKNOWLEDGEMENT
The Releasor hereby acknowledges and agrees:
(a) That the release provided by the Releasor under the "Release" clause of this Deed is expressly intended to extinguish certain rights which the Releasor may have in connection with the Relationship, and is intended to bind the Releasor as well as any spouse, heirs, executors, administrators, legal personal representatives, successors and assignees of the Releasor.
(b) That any parties which are not Parties to this Deed but which are released by the Releasor due to their respective roles as officers, employees, directors, agents, contractors, assignees, successors or other representatives of the Releasee under the "Release" clause of this Deed may rely on this Deed as a complete bar to any claims, debts, demands, suits, actions, proceedings or other liabilities whatsoever (including any costs whether legal or otherwise) which the Releasor may pursue in connection with the Relationship.
(9) BAR TO FURTHER PROCEEDINGS
The Parties hereby expressly agree that this Deed may be pleaded as a full and complete defence to any claims, debts, demands, suits, actions, proceedings or other liabilities that any other Party to this Deed (or any officers, employees, directors, agents, contractors, assignees, successors or other representatives of any other Party to this Deed) may pursue at any time in relation to the Relationship.
(10) FULL AND FINAL SETTLEMENT
Each Party respectively hereby expressly acknowledges and agrees that the Payment and the Benefit are the sole consideration under this Deed and that the Payment and the Benefit are accepted voluntarily, for the purpose of creating a full and final settlement of any and all claims for any losses, damages, injuries or otherwise that may arise out of the Relationship.
(11) WARRANTIES REGARDING LEGAL ADVICE
(a) Each Party, (which for the purposes of this clause shall be referred to as the "Warranting Party" as the context requires) hereby respectively warrants:
(I) the Warranting Party fully understands the terms of this Deed.
(II) the Warranting Party has had the opportunity to obtain independent legal advice in relation to the matters addressed by this Deed and the Warranting Party has either:
(A) taken such independent legal advice; or
(B) elected not to take such independent legal advice.
(III) the Warranting Party has not been induced to enter this Deed by any representation(s) made by the other Party or by any officer, employee, director, agent, contractor, assignee, successor or other representative, except as provided in this Deed.
(b) This clause will survive termination or expiration of this Deed.
(12) NO ADMISSION OF LIABILITY
Nothing in this Deed constitutes an admission of liability by the Releasee.
(13) CONFIDENTIALITY
(a) Subject to this clause, the Parties each respectively hereby agree to keep the provisions of this Deed confidential.
(b) Notwithstanding the preceding sub-clause hereof, the Parties may disclose any details of this Deed ("Details"):
(I) to their respective legal or financial advisors ("Advisors") provided that the Party disclosing the Details to any such Advisors first ensures that those Advisors are legally bound to keep the Details confidential on terms at least as onerous as those contained in this Deed; or
(II) as otherwise required by law, by court order, or by the requirement of any stock exchange or regulatory authority.
(c) This clause will survive termination or expiration of this Deed.
(14) NON DISPARAGEMENT
The Parties each hereby respectively agree not to disparage, denigrate or harm the reputation of the other Party or any officers, employees, directors, agents, contractors, assignees, successors or other representatives of the other Party (if applicable).
(15) 585585 828552585
52 52852822 22 252 8582282 252225 22 2588 8225, 2588 8225 82282825228 252 222852 525222222 8228222 252 2552828 525 8522582528 522 25825 25 822222225522258 52525825258228, 8522525 8582222 25 2558.
(16) LEGAL COSTS
Each Party must pay its own legal costs of and incidental to this Deed.
(17) GENERAL PROVISIONS
(a) GOVERNING LAW: This Deed shall be governed in all respects by the laws of New South Wales and any applicable federal law. Both Parties consent to jurisdiction under the state and federal courts within New South Wales.
(b) LANGUAGE: All communications made or notices given pursuant to this Deed shall be in the English language.
(c) AMENDMENTS: This Deed may only be amended in writing signed by both Parties.
(d) RIGHTS, REMEDIES AND POWERS: Unless expressly provided in this Deed, any rights, remedies or powers which a Party acquires under this Deed are cumulative and apply in addition to any rights, remedies or powers which that Party may otherwise have. Unless expressly provided in this Deed, nothing in this Deed shall in any way reduce, extinguish, postpone, restrict or otherwise limit any right, remedy or power which that Party may have.
(e) SURVIVAL OF OBLIGATIONS: At the termination or expiration of this Deed, any provisions of this Deed which would by their nature be expected to survive termination or expiration shall remain in full force and effect, including but not limited to any provisions which are explicitly stated to survive termination and/or expiration.
(f) NO WAIVER: None of the powers or rights created under the terms of this Deed shall be deemed to have been waived by any act or acquiescence of either Party. A power or right under the terms of this Deed may only be waived in writing, signed by the Party that is waiving the said power or right. No waiver of any power or right under a term of this Deed shall constitute a waiver of any other power or right or of the same power or right on a future date. Failure of either Party to enforce any term of this Deed shall not constitute waiver of such term or any other term.
(g) 555588852558: 52 522 252888822 25 2252 22 2588 8225 88 5285 22 82 5222225825882, 2522 2588 8225 8888 82 522225 5222525 22 252 252222 228288552 22 522525 252 225258882 5222225825882 252888822, 525 252 5282 22 252 8225, 85885 525 22225825882. 52 5 82552 52888228 22 52225 2588 8225 58 25288525 525282, 252 8285885822 25 5222225825888822 22 522 252888822 22 2588 8225 85588 222 522282 252 85885822 25 22225825888822 22 252 522582822 22528 525 2528888228, 85885 85588 82 22225825 58 82 252 222225822 2252 25 252888822 555 222 8222 82885525 82 2588 8225.
(h) COUNTERPARTS: This Deed may be executed in counterparts, all of which shall constitute a single agreement. If the dates set forth at the end of this document are different, this Deed is to be considered effective as of the date that both Parties have signed the agreement, which may be the later date.
(i) FORCE MAJEURE/EXCUSE: Neither Party is liable to the other for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
(j) FURTHER ACTS: Each Party must, and must ensure that its directors, employees, officers, agents, representatives and contractors do all things and sign, execute and deliver all documents, agreements and instruments as reasonably required in order to give effect to this Deed and to the rights and obligations of the Parties created under this Deed.
EXECUTED AS A DEED THIS ________
Signed Sealed and Delivered by ________:
____________________________________
________
In the presence of:
____________________________________
Witness Signature
____________________________________
Witness Name
____________________________________
Witness Occupation
____________________________________
____________________________________
Witness Address
Signed Sealed and Delivered by ________:
____________________________________
________
In the presence of:
____________________________________
Witness Signature
____________________________________
Witness Name
____________________________________
Witness Occupation
____________________________________
____________________________________
Witness Address
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