DEED OF RELEASE
This Deed of Release ("this Deed") is dated this _________________
BETWEEN:
________
of the following address:
________
AND
________
of the following address:
________
(referred to herein as "Parties" or individually as "Party")
The Parties have a prior relationship as described in this Deed ("the Relationship").
The Parties 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 Parties agree as follows.
(1) DEFINITIONS
"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 Relationship.
"Deed" means this Deed of Release.
"Deed Date" means _________________
"Parties" means parties to this Deed.
"Party" means a party to this Deed.
"Payment" means the payment described in the "Payment" clause of this Deed.
"Relationship" means the prior relationship between the Parties as described in the "Details of Relationship" clause of this Deed.
"Releasing Party" has the meaning provided in the "Consideration and Release" clause of this Deed.
"Released Party" has the meaning provided in the "Consideration and Release" clause of this Deed.
(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) THE PARTIES
The Parties each acknowledge and agree that each Party may be both the Releasing Party in relation to some Claims, and the Released Party in relation to some other Claims, and that the terms of this Deed are binding upon the Party as a Releasing Party and enforceable by the Party as a Released Party, as the context so provides.
(4) DETAILS OF RELATIONSHIP
(a) The details of the Relationship between the Parties ("the Relationship") are as follows:
________
(b) The dispute or claim to which this Deed relates arises from the Relationship.
(5) CONSIDERATION AND RELEASE
In consideration of:
(a) the execution of this Deed; and
(b) each Party's respective abandonment of its legal rights arising out of any Claims; and
(c) 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 Relationship.
(6) PAYMENT
(a) In consideration for the release provided under the "Consideration and Release" clause of this Deed, ________ has paid ________ the following amount ("Payment"):
$________ (________)
(7) RECEIPT OF PAYMENT
________ hereby acknowledges receipt of the Payment.
(8) SUFFICIENCY OF PAYMENT
________ hereby acknowledges the sufficiency of the Payment as consideration.
(9) ACKNOWLEDGEMENT
The Parties hereby further acknowledge and agree:
(a) that any releases provided by a Party as the Releasing Party under the "Consideration and Release" clause of this Deed are expressly intended to extinguish certain rights which the Releasing Party may have in connection with the Relationship, 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.
(b) that any parties which are not Parties to this Deed 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 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 Releasing Party may pursue in connection with the Relationship.
(10) 888 58 2585858 28885585825
552 2552828 525282 252528882 52522 2552 2588 8225 252 82 2825525 58 5 2588 525 82228222 5222282 22 522 885828, 52828, 5225258, 85828, 5828228, 25282258228 25 22525 88588882828 2552 522 22525 25522 22 2588 8225 (25 522 22288258, 222822228, 585282258, 522228, 82225582258, 588822228, 8588288258 25 22525 522528222528828 22 522 22525 25522 22 2588 8225) 252 255852 52 522 2822 82 52852822 22 252 828528228582.
(11) FULL AND FINAL SETTLEMENT
Each Party respectively hereby expressly acknowledges and agrees that the Payment is the sole consideration under this Deed 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 Relationship.
(12) 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) that the Warranting Party fully understands the terms of this Deed.
(II) that 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) that 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 of the other Party, except as provided in this Deed.
(b) This clause will survive termination or expiration of this Deed.
(13) NO ADMISSION OF LIABILITY
Nothing in this Deed constitutes an admission of liability by either Party.
(14) 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.
(15) 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).
(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) SEVERABILITY: If any provision or term of this Deed is held to be unenforceable, then this Deed will be deemed amended to the extent necessary to render the otherwise unenforceable provision, and the rest of the Deed, valid and enforceable. If a court declines to amend this Deed as provided herein, the invalidity or unenforceability of any provision of this Deed shall not affect the validity or enforceability of the remaining terms and provisions, which shall be enforced as if the offending term or provision had not been included in this Deed.
(h) 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.
(i) 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.
(j) 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.
(k) 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:
________
AND
________
of the following address:
________
(referred to herein as "Parties" or individually as "Party")
The Parties have a prior relationship as described in this Deed ("the Relationship").
The Parties 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 Parties agree as follows.
(1) DEFINITIONS
"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 Relationship.
"Deed" means this Deed of Release.
"Deed Date" means _________________
"Parties" means parties to this Deed.
"Party" means a party to this Deed.
"Payment" means the payment described in the "Payment" clause of this Deed.
"Relationship" means the prior relationship between the Parties as described in the "Details of Relationship" clause of this Deed.
"Releasing Party" has the meaning provided in the "Consideration and Release" clause of this Deed.
"Released Party" has the meaning provided in the "Consideration and Release" clause of this Deed.
(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) THE PARTIES
The Parties each acknowledge and agree that each Party may be both the Releasing Party in relation to some Claims, and the Released Party in relation to some other Claims, and that the terms of this Deed are binding upon the Party as a Releasing Party and enforceable by the Party as a Released Party, as the context so provides.
(4) DETAILS OF RELATIONSHIP
(a) The details of the Relationship between the Parties ("the Relationship") are as follows:
________
(b) The dispute or claim to which this Deed relates arises from the Relationship.
(5) CONSIDERATION AND RELEASE
In consideration of:
(a) the execution of this Deed; and
(b) each Party's respective abandonment of its legal rights arising out of any Claims; and
(c) 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 Relationship.
(6) PAYMENT
(a) In consideration for the release provided under the "Consideration and Release" clause of this Deed, ________ has paid ________ the following amount ("Payment"):
$________ (________)
(7) RECEIPT OF PAYMENT
________ hereby acknowledges receipt of the Payment.
(8) SUFFICIENCY OF PAYMENT
________ hereby acknowledges the sufficiency of the Payment as consideration.
(9) ACKNOWLEDGEMENT
The Parties hereby further acknowledge and agree:
(a) that any releases provided by a Party as the Releasing Party under the "Consideration and Release" clause of this Deed are expressly intended to extinguish certain rights which the Releasing Party may have in connection with the Relationship, 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.
(b) that any parties which are not Parties to this Deed 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 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 Releasing Party may pursue in connection with the Relationship.
(10) 888 58 2585858 28885585825
552 2552828 525282 252528882 52522 2552 2588 8225 252 82 2825525 58 5 2588 525 82228222 5222282 22 522 885828, 52828, 5225258, 85828, 5828228, 25282258228 25 22525 88588882828 2552 522 22525 25522 22 2588 8225 (25 522 22288258, 222822228, 585282258, 522228, 82225582258, 588822228, 8588288258 25 22525 522528222528828 22 522 22525 25522 22 2588 8225) 252 255852 52 522 2822 82 52852822 22 252 828528228582.
(11) FULL AND FINAL SETTLEMENT
Each Party respectively hereby expressly acknowledges and agrees that the Payment is the sole consideration under this Deed 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 Relationship.
(12) 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) that the Warranting Party fully understands the terms of this Deed.
(II) that 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) that 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 of the other Party, except as provided in this Deed.
(b) This clause will survive termination or expiration of this Deed.
(13) NO ADMISSION OF LIABILITY
Nothing in this Deed constitutes an admission of liability by either Party.
(14) 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.
(15) 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).
(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) SEVERABILITY: If any provision or term of this Deed is held to be unenforceable, then this Deed will be deemed amended to the extent necessary to render the otherwise unenforceable provision, and the rest of the Deed, valid and enforceable. If a court declines to amend this Deed as provided herein, the invalidity or unenforceability of any provision of this Deed shall not affect the validity or enforceability of the remaining terms and provisions, which shall be enforced as if the offending term or provision had not been included in this Deed.
(h) 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.
(i) 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.
(j) 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.
(k) 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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