A "full and final release" clause is a contractual provision where one party agrees to relinquish any future claims or legal actions related to a particular matter or dispute, effectively settling and concluding the issue. This clause is designed to provide certainty and closure for all involved parties, ensuring that no further obligations or liabilities can be pursued once the agreement is executed.
FULL AND FINAL RELEASE OF CLAIMS 1. In consideration of the payments provided for in Sections 6(b)-(f) of the Executive Employment Agreement (hereinafter referred to as the “Employment Agreement”) between CONSTELLATION BRANDS, INC. and _______________ (hereinafter referred to as “Executive”), which is attached hereto and forms a part of this Full and Final Release of Claims, on behalf of himself, his heirs, administrators and assigns, Executive hereby releases and forever discharges Constellation Brands, Inc., its subsidiaries and affiliates and each of its and their respective officers, directors, employees, servants and agents, and their successors and assigns, (hereinafter collectively referred to as “Constellation Released Parties”) jointly and severally from any and all actions, causes of action, contracts and covenants, whether express or implied, claims and demands for damages, indemnity, costs, attorneys’ fees, interest, loss or injury of every nature and kind whatsoever arising under any federal, state, or local law, or the common law, which Executive may heretofore have had, may now have or may hereinafter have in any way relating to any matter, including but not limited to, any matter related to Executive’s employment by Constellation Released Parties and the termination of that employment; provided, however, nothing in this Full and Final Release of Claims shall release (i) Executive’s right to receive the payments or benefits provided for in Sections 6(b)-(f) and Section 9 of the Employment Agreement, (ii) Executive’s vested benefits under Constellation Brands, Inc.’s pension plans or rights under any existing stock options held by Executive, (iii) any right to indemnification or advancement of expenses pursuant to Section 11 of the Employment Agreement or the Certificate of Incorporation or By-laws of Constellation Brands, Inc., or (iv) any right pursuant to the Reclassification Agreement, dated as of June 30, 2022, by and among Constellation Brands, Inc. and the persons named therein (the items in the foregoing clauses (i) through (iv) are hereinafter referred to as the “Preserved Rights”).
a. This Full and Final Release of Claims covers, without limitation, any claims of discrimination, unlawful retaliation or harassment, or denial of rights, on the basis of any protected status, characteristic or activity, including, but not limited to, sex, disability, handicap, race, color, religion, creed, national origin, ancestry, citizenship, ethnic characteristics, sexual orientation, marital status, military status, or age (including, without limitation, any right or claim arising under the Age Discrimination in Employment Act), need for a leave of absence, or complaint about discrimination, harassment, or other matter, arising under any state, federal, or local law (whether statutory or common law), regulation or ordinance which may be applicable to his employment by Constellation Released Parties
This Full and Final Release of Claims also covers, without limitation, any claims of wrongful termination, breach of express or implied contract, breach of implied covenant of good faith and fair dealing, violation of public policy, intentional or negligent infliction of emotional distress, defamation, invasion of privacy, fraud or negligent misrepresentation, intentional or negligent interference with contractual relations, and any other common law tort. Except to the extent that they constitute Preserved Rights, this Full and Final Release of Claims also covers any claims for severance pay, bonus, life insurance, health and medical insurance, disability benefits, or any other fringe benefit, and claims related to any other transaction, occurrence, act, or omission or any loss, damage or injury whatsoever, known or unknown, resulting from any act or omission by or on the part of Constellation Released Parties, or any of them, committed or omitted prior to the date of this Full and Final Release of Claims.
2. By signing this Full and Final Release of Claims, Executive acknowledges that: a. He has been afforded a reasonable and sufficient period of time to review, and deliberate thereon, and has been specifically urged by Constellation Released Parties to consult with legal counsel or a representative of his choice before signing this Full and Final Release of Claims and that he has had a fair opportunity to do so; and b. He has carefully read and understands the terms of this Full and Final Release of Claims; and c. He has signed this Full and Final Release of Claims freely and voluntarily and without duress or coercion and with full knowledge of its significance and consequences, and of the rights and claims relinquished, surrendered, released and discharged hereunder; and d. He acknowledges he is not entitled to the consideration described above in the absence of signing this Full and Final Release of Claims; and e. The consideration which he is receiving in exchange for his release of claims is of value to him; and f. The only consideration for signing this Full and Final Release of Claims are the terms stated herein, and no other promise, agreement or representation of any kind has been made to him by any person or entity whatsoever to cause him to sign this Full and Final Release of Claims; and g. He was offered a minimum period of at least twenty-one (21) days after his receipt of this Full and Final Release of Claims to review and consider it and for deliberation thereon, and, to the extent he has elected to sign it prior to the expiration of the twenty-one (21) day period, he does so voluntarily on his own initiative without any inducement or encouragement on the part of the Constellation Released Parties to do so.
h. He understands that this Full and Final Release of Claims may be revoked in writing by him at any time during the period of seven (7) calendar days following the date of his execution of this Full and Final Release of Claims by delivering such written revocation to Brian S. Bennett, at his office located at 207 High Point Drive, Building 100, Victor, New York 14564. If such seven-day revocation period expires without his exercising his revocation right, the obligations of this Full and Final Release of Claims will then become fully effective as more fully set forth herein.
IN WITNESS WHEREOF, Executive has hereunto executed this Full and Final Release of Claims by affixing his hand this ____ day of____________________, 20___ in the presence of the witness whose signature is subscribed below.
FULL AND FINAL RELEASE WHEREAS the employment of Jaime Leverton (the “Releasor”) with Hut 8 Mining Corp. and Hut 8 Corp. (collectively, together, the “Hut Group”) was terminated effective February 6, 2024; AND WHEREAS the Releasor has voluntarily agreed to accept the terms and conditions set out in the termination letter dated February 9, 2024 (Amended & Restated February 12, 2024) to which this Full and Final Release is attached and other good and valuable consideration (the “Separation Terms”) in settlement of all claims which the Releasor may have by reason of the Releasor’s employment with the Hut Group or the aforesaid termination of that employment with the Hut Group.
AND THE RELEASOR UNDERSTANDS AND AGREES that the Separation Terms and this Full and Final Release do not constitute any admission of liability by the Releasees.
AND THE RELEASOR FURTHER UNDERSTANDS AND AGREES that the Separation Terms and this Full and Final Release shall constitute a settlement, including for the purposes of section 112(1) of the Employment Standards Act, 2000 (Ontario), as may be amended from time to time, including any successor legislation;
AND FOR THE SAID CONSIDERATION, the Releasor further agrees to waive any and all rights under the laws of any jurisdiction in the United States, Canada, or any other country, that limit a general release to those claims that are known or suspected to exist in the Releasor’s favour as of the date this Full and Final Release is signed by the Releasor.
NOTWITHSTANDING THE FOREGOING, this Full and Final Release shall not apply to any Claims which the Releasor may have relating to: (i) the failure or the refusal of the Releasees to comply with the Separation Terms; or (ii) to any rights to or coverage by indemnification, exculpation or insurance existing in favour of the Releasor, including any rights to or coverage by indemnification, exculpation or insurance in favour of the Releasor existing under any agreement between the Releasees and the Releasor or any third party, any agreement among the Releasees, or under the constating documents of any of the Releasees.
THIS FULL AND FINAL RELEASE shall be deemed to have been made in and shall be construed in accordance with the laws of Ontario and the laws of Canada applicable therein.
THIS FULL AND FINAL RELEASE shall enure to the benefit of and be binding upon the undersigned and the Releasees and their respective heirs, executors, administrators, legal personal representatives, successors and assigns.
EACH PROVISION OF THIS FULL AND FINAL RELEASE is distinct and severable and if any part or provision of this Full and Final Release is restricted, prohibited or unenforceable, such unenforceability shall be ineffective only to the extent of such restriction, prohibition or unenforceability without invalidating the remaining parts and provisions hereof.
THE RELEASOR HEREBY DECLARES that the Releasor has had a reasonable opportunity to obtain, or has obtained, independent legal advice with respect to the Separation Terms as well as this Full and Final Release and the Releasor fully understands them.
IN WITNESS WHEREOF the Releasor has executed this Full and Final Release at Toronto on the 12th day of February, 2024.
I have read the above Full and Final Release and have been given the opportunity to obtain independent legal advice and I understand that it contains a full and final release of all claims that I have or may have against the Releasees or any of them and that there is no admission of liability on the part of the Releasees and that any such liability is denied.
The form of the Full and Final Release attached as Appendix K to the Agreement is attached hereto as Schedule “A”.
A Full and Final Release is a legally binding agreement between parties which ensures that a dispute or potential dispute is completely settled, and no further claims can be made with respect to that particular matter. This document serves as a total relinquishment of any and all claims, demands, or causes of action against the parties involved, effectively closing the chapter on the specific issue.
A Full and Final Release should be used in situations where you want to conclusively resolve a dispute or claim to prevent any future legal action related to the specific issue being settled. This is especially useful when:
It is crucial to use a Full and Final Release to ensure that all parties understand and agree that no further claims will be entertained, thereby avoiding future litigation or disagreements.
When writing a Full and Final Release, it is important to include specific elements to ensure its legality and effectiveness:
Full and Final Release Agreement
This agreement is made on [Date] between [Party A] and [Party B].
Description of the Settlement: This release pertains to [Brief Description of the Dispute].
Release: [Party A] hereby releases and discharges [Party B] from any and all claims, demands, actions, or causes of action, whether known or unknown, arising out of the abovementioned dispute.
Consideration: In consideration for this release, [Detail Any Compensation or Other Consideration Provided].
Governing Law: This release shall be governed by the laws of [Jurisdiction].
Signatures:
[Party A’s Name] [Party B’s Name]
Full and Final Releases are commonly incorporated into contracts and agreements that aim to resolve disputes or finalize settlements. These typically include:
Including a Full and Final Release in these contracts helps establish clarity and ensures that no further actions can be taken by any party regarding the settled matter.
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Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
The "Functionality" clause in a contract outlines the specific features and capabilities that a product or service must deliver according to agreed standards. It ensures that any deviations from these stated functionalities allow for remedies, such as corrections or compensation, to uphold the contract's integrity.
The "Funds on Deposit" clause specifies that any funds held by a party, typically in an account or trust, are to be managed according to the agreed terms in the contract. It outlines the conditions under which these funds can be accessed, disbursed, or invested, ensuring proper handling and accountability.
A future consideration clause refers to an agreement within a contract where the parties commit to provide a benefit or fulfillment of obligations at a later date rather than immediately. This type of clause allows for flexibility and adaptation to evolving circumstances or additional negotiations as the contract progresses.
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