SETTLEMENT AGREEMENT
This Settlement Agreement ("this Agreement") is dated this _________________
BETWEEN:
________
of the following address:
________
AND
________
of the following address:
________
(referred to herein as "Parties" or individually as "Party")
(1) BACKGROUND
The Parties have a dispute as described in this Agreement ("the Dispute").
The Parties have chosen to enter this Agreement in order to settle any and all claims arising out of the Dispute.
In consideration of the agreements and covenants set out in this Agreement, the Parties agree as follows.
(2) DEFINITIONS
"Agreement" means this Settlement Agreement.
"Agreement Date" means _________________
"Business Day" means a day which is not a Saturday, Sunday or public holiday in New South Wales.
"Claims" means any claims, debts, demands, suits, actions, proceedings or other liabilities whatsoever (including any costs whether legal or otherwise) which a Party may have or may at any time incur against the other Party or any officers, employees, directors, agents, contractors, assignees, successors or other representatives of that other Party (whether directly or indirectly) in connection with the Dispute.
"Dispute" means the dispute between the Parties as described in the "Dispute" clause of this Agreement.
"Parties" means the parties to this Agreement.
"Party" means a party to this Agreement.
"Payment" means the payment described in the "Payment" clause of this Agreement.
"Proceedings" means the proceedings described in the "Proceedings" clause of this Agreement.
"Releasing Party" has the meaning provided in the "Consideration and Release" clause of this Agreement.
"Released Party" has the meaning provided in the "Consideration and Release" clause of this Agreement.
(3) INTERPRETATION
In this Agreement, unless the context otherwise requires, the following rules of interpretation shall apply:
(3.1) Words referring to one gender include every other gender.
(3.2) Words referring to a singular number include the plural, and words referring to a plural include the singular.
(3.3) If a word or phrase is defined in this Agreement then any grammatical variations of that word or phrase have a corresponding meaning.
(3.4) 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.
(3.5) Any reference to time is a reference to time in New South Wales.
(3.6) In the event that something must be done under this Agreement 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.
(3.7) Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.
(3.8) Headings and titles are included in this Agreement for convenience only and shall not affect the interpretation of this Agreement.
(3.9) 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.
(3.10) 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.
(3.11) 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.
(3.12) Any reference to money or currency, unless otherwise specified, is a reference to Australian dollars.
(4) DISPUTE
The details of the Dispute between the Parties ("Dispute") are as follows:
________
(5) PROCEEDINGS
(5.1) In relation to the Dispute, the Parties have been involved in the following proceedings ("Proceedings"):
________
(5.2) The Parties agree that:
(5.2.1) the Proceedings will be struck out;
(5.2.2) in the event that a Party fails to comply with the terms of this Agreement, the other Party may have a right to reinstate the Proceedings in accordance with this Agreement.
(6) SETTLEMENT
In order to avoid further costs, the Parties have to settle the Dispute in the terms set out in this Agreement.
(7) LEGAL COSTS
The Parties agree that legal costs of and incidental to this Agreement will be paid in the following manner:
________
(8) 585 2885555
552 2552828 2585 58222882522 525 52522 2552 2585 25522 252 82 8225 252 828258822 25522 82 52852822 22 8222 885828, 525 252 82825825 25522 82 52852822 22 8222 22525 885828, 525 2552 252 22528 22 2588 825222222 552 8825822 5222 252 25522 58 5 828258822 25522 525 22225825882 82 252 25522 58 5 82825825 25522, 58 252 8222252 82 25288528.
(9) CONSIDERATION AND RELEASE
In consideration of:
(9.1) the execution of this Agreement; and
(9.2) each Party's respective abandonment of its legal rights arising out of any Claims; and
(9.3) the Payment;
each Party ("the Releasing Party") hereby irrevocably and unconditionally releases and discharges each other Party ("the Released Party"), together with any officers, employees, directors, agents, contractors, assignees, successors or other representatives of the Released Party, from any and all Claims which the Releasing Party may have or may at any time incur against the Released Party or any officers, employees, directors, agents, contractors, assignees, successors or other representatives of the Released Party (whether directly or indirectly) in connection with the Dispute.
(10) PAYMENT
(10.1) In consideration for the release provided under the "Consideration and Release" clause of this Agreement, ________ has paid ________ the following amount ("Payment"):
$________ (________)
(11) RECEIPT OF PAYMENT
________ hereby acknowledges receipt of the Payment.
(12) SUFFICIENCY OF PAYMENT
________ hereby acknowledges the sufficiency of the Payment as consideration.
(13) ACKNOWLEDGEMENT
The Parties hereby further acknowledge and agree:
(13.1) that any releases provided by a Party as the Releasing Party under the "Consideration and Release" clause of this Agreement are expressly intended to extinguish certain rights which the Releasing Party may have in connection with the Dispute, and are intended to bind the Releasing Party as well as any spouse, heirs, executors, administrators, legal personal representatives, successors and assignees of the Releasing Party.
(13.2) that any parties which are not Parties to this Agreement but which are released by the Releasing Party due to their respective roles as officers, employees, directors, agents, contractors, assignees, successors or other representatives of the Released Party under the "Consideration and Release" clause of this Agreement may rely on this Agreement 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 Releasing Party may pursue in connection with the Dispute.
(14) BAR TO FURTHER PROCEEDINGS
Subject to any right to reinstate the Proceedings as set out in this Agreement, the Parties hereby expressly agree that this Agreement 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 Agreement (or any officers, employees, directors, agents, contractors, assignees, successors or other representatives of any other Party to this Agreement) may pursue at any time in relation to the Dispute.
(15) FULL AND FINAL SETTLEMENT
Each Party respectively hereby expressly acknowledges and agrees that the Payment is the sole consideration under this Agreement and that the Payment is 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 Dispute.
(16) WARRANTIES REGARDING LEGAL ADVICE
(16.1) Each Party, (which for the purposes of this clause shall be referred to as the "Warranting Party" as the context requires) hereby respectively warrants:
(16.1.1) that the Warranting Party fully understands the terms of this Agreement.
(16.1.2) that the Warranting Party has had the opportunity to obtain independent legal advice in relation to the matters addressed by this Agreement and the Warranting Party has either:
(16.1.2.1) taken such independent legal advice; or
(16.1.2.2) elected not to take such independent legal advice.
(16.1.3) that the Warranting Party has not been induced to enter this Agreement by any representation(s) made by the other Party or by any officer, employee, director, agent, contractor, assignee, successor or other representative of the other Party, except as provided in this Agreement.
(16.2) This clause will survive termination or expiration of this Agreement.
(17) NO ADMISSION OF LIABILITY
Nothing in this Agreement constitutes an admission of liability by either Party.
(18) CONFIDENTIALITY
(18.1) Subject to this clause, the Parties each respectively hereby agree to keep the provisions of this Agreement confidential.
(18.2) Notwithstanding the preceding sub-clause hereof, the Parties may disclose any details of this Agreement ("Details"):
(18.2.1) 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 Agreement; or
(18.2.2) as otherwise required by law, by court order, or by the requirement of any stock exchange or regulatory authority.
(18.3) This clause will survive termination or expiration of this Agreement.
(19) 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).
(20) TERMINATION
This Agreement will be terminated if either Party breaches a material term of the Agreement or if there is a change in the law that renders the Agreement unenforceable.
(21) GENERAL PROVISIONS
(21.1) GOVERNING LAW: This Agreement 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.
(21.2) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.
(21.3) AMENDMENTS: This Agreement may only be amended in writing signed by both Parties.
(21.4) RIGHTS, REMEDIES AND POWERS: Unless expressly provided in this Agreement, any rights, remedies or powers which a Party acquires under this Agreement are cumulative and apply in addition to any rights, remedies or powers which that Party may otherwise have. Unless expressly provided in this Agreement, nothing in this Agreement shall in any way reduce, extinguish, postpone, restrict or otherwise limit any right, remedy or power which that Party may have.
(21.5) SURVIVAL OF OBLIGATIONS: At the termination or expiration of this Agreement, any provisions of this Agreement 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.
(21.6) NO WAIVER: None of the powers or rights created under the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of either Party. A power or right under the terms of this Agreement 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 Agreement 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 Agreement shall not constitute waiver of such term or any other term.
(21.7) 555588852558: 52 522 252888822 25 2252 22 2588 825222222 88 5285 22 82 5222225825882, 2522 2588 825222222 8888 82 522225 5222525 22 252 252222 228288552 22 522525 252 225258882 5222225825882 252888822, 525 252 5282 22 252 825222222, 85885 525 22225825882. 52 5 82552 52888228 22 52225 2588 825222222 58 25288525 525282, 252 8285885822 25 5222225825888822 22 522 252888822 22 2588 825222222 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 825222222.
(21.8) 585585 828552585: 52 52852822 22 252 8582282 252225 22 2588 825222222, 2588 825222222 82282825228 252 222852 525222222 8228222 252 2552828 525 8522582528 522 25825 25 822222225522258 52525825258228, 8522525 8582222 25 2558.
(21.9) COUNTERPARTS: This Agreement 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 Agreement is to be considered effective as of the date that both Parties have signed the agreement, which may be the later date.
(21.10) 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.
(21.11) 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 Agreement and to the rights and obligations of the Parties created under this Agreement.
EXECUTED AS AN AGREEMENT THIS ________
Executed by ________:
____________________________________
________
In the presence of:
____________________________________
Witness Signature
____________________________________
Witness Name
____________________________________
Witness Occupation
____________________________________
____________________________________
Witness Address
Executed by ________:
____________________________________
________
In the presence of:
____________________________________
Witness Signature
____________________________________
Witness Name
____________________________________
Witness Occupation
____________________________________
____________________________________
Witness Address
SETTLEMENT AGREEMENT
This Settlement Agreement ("this Agreement") is dated this _________________
BETWEEN:
________
of the following address:
________
AND
________
of the following address:
________
(referred to herein as "Parties" or individually as "Party")
(1) BACKGROUND
The Parties have a dispute as described in this Agreement ("the Dispute").
The Parties have chosen to enter this Agreement in order to settle any and all claims arising out of the Dispute.
In consideration of the agreements and covenants set out in this Agreement, the Parties agree as follows.
(2) DEFINITIONS
"Agreement" means this Settlement Agreement.
"Agreement Date" means _________________
"Business Day" means a day which is not a Saturday, Sunday or public holiday in New South Wales.
"Claims" means any claims, debts, demands, suits, actions, proceedings or other liabilities whatsoever (including any costs whether legal or otherwise) which a Party may have or may at any time incur against the other Party or any officers, employees, directors, agents, contractors, assignees, successors or other representatives of that other Party (whether directly or indirectly) in connection with the Dispute.
"Dispute" means the dispute between the Parties as described in the "Dispute" clause of this Agreement.
"Parties" means the parties to this Agreement.
"Party" means a party to this Agreement.
"Payment" means the payment described in the "Payment" clause of this Agreement.
"Proceedings" means the proceedings described in the "Proceedings" clause of this Agreement.
"Releasing Party" has the meaning provided in the "Consideration and Release" clause of this Agreement.
"Released Party" has the meaning provided in the "Consideration and Release" clause of this Agreement.
(3) INTERPRETATION
In this Agreement, unless the context otherwise requires, the following rules of interpretation shall apply:
(3.1) Words referring to one gender include every other gender.
(3.2) Words referring to a singular number include the plural, and words referring to a plural include the singular.
(3.3) If a word or phrase is defined in this Agreement then any grammatical variations of that word or phrase have a corresponding meaning.
(3.4) 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.
(3.5) Any reference to time is a reference to time in New South Wales.
(3.6) In the event that something must be done under this Agreement 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.
(3.7) Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.
(3.8) Headings and titles are included in this Agreement for convenience only and shall not affect the interpretation of this Agreement.
(3.9) 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.
(3.10) 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.
(3.11) 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.
(3.12) Any reference to money or currency, unless otherwise specified, is a reference to Australian dollars.
(4) DISPUTE
The details of the Dispute between the Parties ("Dispute") are as follows:
________
(5) PROCEEDINGS
(5.1) In relation to the Dispute, the Parties have been involved in the following proceedings ("Proceedings"):
________
(5.2) The Parties agree that:
(5.2.1) the Proceedings will be struck out;
(5.2.2) in the event that a Party fails to comply with the terms of this Agreement, the other Party may have a right to reinstate the Proceedings in accordance with this Agreement.
(6) SETTLEMENT
In order to avoid further costs, the Parties have to settle the Dispute in the terms set out in this Agreement.
(7) LEGAL COSTS
The Parties agree that legal costs of and incidental to this Agreement will be paid in the following manner:
________
(8) 585 2885555
552 2552828 2585 58222882522 525 52522 2552 2585 25522 252 82 8225 252 828258822 25522 82 52852822 22 8222 885828, 525 252 82825825 25522 82 52852822 22 8222 22525 885828, 525 2552 252 22528 22 2588 825222222 552 8825822 5222 252 25522 58 5 828258822 25522 525 22225825882 82 252 25522 58 5 82825825 25522, 58 252 8222252 82 25288528.
(9) CONSIDERATION AND RELEASE
In consideration of:
(9.1) the execution of this Agreement; and
(9.2) each Party's respective abandonment of its legal rights arising out of any Claims; and
(9.3) the Payment;
each Party ("the Releasing Party") hereby irrevocably and unconditionally releases and discharges each other Party ("the Released Party"), together with any officers, employees, directors, agents, contractors, assignees, successors or other representatives of the Released Party, from any and all Claims which the Releasing Party may have or may at any time incur against the Released Party or any officers, employees, directors, agents, contractors, assignees, successors or other representatives of the Released Party (whether directly or indirectly) in connection with the Dispute.
(10) PAYMENT
(10.1) In consideration for the release provided under the "Consideration and Release" clause of this Agreement, ________ has paid ________ the following amount ("Payment"):
$________ (________)
(11) RECEIPT OF PAYMENT
________ hereby acknowledges receipt of the Payment.
(12) SUFFICIENCY OF PAYMENT
________ hereby acknowledges the sufficiency of the Payment as consideration.
(13) ACKNOWLEDGEMENT
The Parties hereby further acknowledge and agree:
(13.1) that any releases provided by a Party as the Releasing Party under the "Consideration and Release" clause of this Agreement are expressly intended to extinguish certain rights which the Releasing Party may have in connection with the Dispute, and are intended to bind the Releasing Party as well as any spouse, heirs, executors, administrators, legal personal representatives, successors and assignees of the Releasing Party.
(13.2) that any parties which are not Parties to this Agreement but which are released by the Releasing Party due to their respective roles as officers, employees, directors, agents, contractors, assignees, successors or other representatives of the Released Party under the "Consideration and Release" clause of this Agreement may rely on this Agreement 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 Releasing Party may pursue in connection with the Dispute.
(14) BAR TO FURTHER PROCEEDINGS
Subject to any right to reinstate the Proceedings as set out in this Agreement, the Parties hereby expressly agree that this Agreement 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 Agreement (or any officers, employees, directors, agents, contractors, assignees, successors or other representatives of any other Party to this Agreement) may pursue at any time in relation to the Dispute.
(15) FULL AND FINAL SETTLEMENT
Each Party respectively hereby expressly acknowledges and agrees that the Payment is the sole consideration under this Agreement and that the Payment is 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 Dispute.
(16) WARRANTIES REGARDING LEGAL ADVICE
(16.1) Each Party, (which for the purposes of this clause shall be referred to as the "Warranting Party" as the context requires) hereby respectively warrants:
(16.1.1) that the Warranting Party fully understands the terms of this Agreement.
(16.1.2) that the Warranting Party has had the opportunity to obtain independent legal advice in relation to the matters addressed by this Agreement and the Warranting Party has either:
(16.1.2.1) taken such independent legal advice; or
(16.1.2.2) elected not to take such independent legal advice.
(16.1.3) that the Warranting Party has not been induced to enter this Agreement by any representation(s) made by the other Party or by any officer, employee, director, agent, contractor, assignee, successor or other representative of the other Party, except as provided in this Agreement.
(16.2) This clause will survive termination or expiration of this Agreement.
(17) NO ADMISSION OF LIABILITY
Nothing in this Agreement constitutes an admission of liability by either Party.
(18) CONFIDENTIALITY
(18.1) Subject to this clause, the Parties each respectively hereby agree to keep the provisions of this Agreement confidential.
(18.2) Notwithstanding the preceding sub-clause hereof, the Parties may disclose any details of this Agreement ("Details"):
(18.2.1) 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 Agreement; or
(18.2.2) as otherwise required by law, by court order, or by the requirement of any stock exchange or regulatory authority.
(18.3) This clause will survive termination or expiration of this Agreement.
(19) 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).
(20) TERMINATION
This Agreement will be terminated if either Party breaches a material term of the Agreement or if there is a change in the law that renders the Agreement unenforceable.
(21) GENERAL PROVISIONS
(21.1) GOVERNING LAW: This Agreement 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.
(21.2) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.
(21.3) AMENDMENTS: This Agreement may only be amended in writing signed by both Parties.
(21.4) RIGHTS, REMEDIES AND POWERS: Unless expressly provided in this Agreement, any rights, remedies or powers which a Party acquires under this Agreement are cumulative and apply in addition to any rights, remedies or powers which that Party may otherwise have. Unless expressly provided in this Agreement, nothing in this Agreement shall in any way reduce, extinguish, postpone, restrict or otherwise limit any right, remedy or power which that Party may have.
(21.5) SURVIVAL OF OBLIGATIONS: At the termination or expiration of this Agreement, any provisions of this Agreement 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.
(21.6) NO WAIVER: None of the powers or rights created under the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of either Party. A power or right under the terms of this Agreement 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 Agreement 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 Agreement shall not constitute waiver of such term or any other term.
(21.7) 555588852558: 52 522 252888822 25 2252 22 2588 825222222 88 5285 22 82 5222225825882, 2522 2588 825222222 8888 82 522225 5222525 22 252 252222 228288552 22 522525 252 225258882 5222225825882 252888822, 525 252 5282 22 252 825222222, 85885 525 22225825882. 52 5 82552 52888228 22 52225 2588 825222222 58 25288525 525282, 252 8285885822 25 5222225825888822 22 522 252888822 22 2588 825222222 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 825222222.
(21.8) 585585 828552585: 52 52852822 22 252 8582282 252225 22 2588 825222222, 2588 825222222 82282825228 252 222852 525222222 8228222 252 2552828 525 8522582528 522 25825 25 822222225522258 52525825258228, 8522525 8582222 25 2558.
(21.9) COUNTERPARTS: This Agreement 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 Agreement is to be considered effective as of the date that both Parties have signed the agreement, which may be the later date.
(21.10) 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.
(21.11) 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 Agreement and to the rights and obligations of the Parties created under this Agreement.
EXECUTED AS AN AGREEMENT THIS ________
Executed by ________:
____________________________________
________
In the presence of:
____________________________________
Witness Signature
____________________________________
Witness Name
____________________________________
Witness Occupation
____________________________________
____________________________________
Witness Address
Executed by ________:
____________________________________
________
In the presence of:
____________________________________
Witness Signature
____________________________________
Witness Name
____________________________________
Witness Occupation
____________________________________
____________________________________
Witness Address
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