A general release clause is a contractual provision where one party waives any current or future claims or rights they may have against the other party, often in exchange for a sum of money or other consideration. This clause aims to bring finality to disputes or potential disputes, preventing any further legal actions related to the matters covered by the release.
The Released Parties are intended to be third-party beneficiaries of this General Release, and this General Release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such Released Parties hereunder. Terms used herein but not otherwise defined shall have the meanings given to them in the Agreement.
I understand that any payments or benefits paid or granted to me under Section 10 of the Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive the payments and benefits specified in Section 10 of the Agreement other than the Standard Termination Benefits unless I execute this General Release and do not revoke this General Release within the time period permitted hereafter. Such payments and benefits will not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company or its affiliates.
I agree that this General Release does not waive or release any rights or claims that I may have under the Age Discrimination in Employment Act of 1967 which arise after the date I execute this General Release. I acknowledge and agree that my separation from employment with the Company in compliance with the terms of the Agreement shall not serve as the basis for any claim or action (including, without limitation, any claim under the Age Discrimination in Employment Act of 1967).
In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state or local statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Company would not have agreed to the terms of the Agreement. I further agree that in the event I should bring a Claim seeking damages against the Company, or in the event I should seek to recover against the Company in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims to the maximum extent permitted by law. I further agree that I am not aware of any pending claim of the type described in paragraph 2 above as of the execution of this General Release.
I agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the Company, any Released Party or myself of any improper or unlawful conduct.
Any non-disclosure provision in this General Release does not prohibit or restrict me (or my attorney) from responding to any inquiry about this General Release or its underlying facts and circumstances by the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), any other self-regulatory organization or any governmental entity.
I represent that I am not aware of any claim by me other than the claims that are released by this General Release. I acknowledge that I may hereafter discover claims or facts in addition to or different than those which I now know or believe to exist with respect to the subject matter of the release set forth in paragraph 2 above and which, if known or suspected at the time of entering into this General Release, may have materially affected this General Release and my decision to enter into it.
Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish, diminish, or in any way affect any rights or claims arising out of any breach by the Company or by any Released Party of the Agreement after the date hereof.
The Company agrees that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the Executive, any Executive Released Party or the Company of any improper or unlawful conduct.
The Company represents that it is not aware of any claim by any Releasing Party other than the claims that are released by this General Release. The Releasing Parties acknowledge that they may hereafter discover claims or facts in addition to or different than those which they now know or believe to exist with respect to the subject matter of the release set forth in paragraph 1 above and which, if known or suspected at the time of entering into this General Release, may have materially affected this General Release and its decision to enter into it.
SEPARATION AND GENERAL RELEASE AGREEMENT This Separation and General Release Agreement (the “General Release Agreement”) is dated and presented on January 20, 2023 and is voluntarily entered into by and between Gordon Walker (hereinafter “Employee”) and Steel Services Ltd. (the “Company”), and its subsidiaries, parent companies, predecessors, affiliates, successors, and assigns (the “Company”), as follows:
(c) Employee acknowledges that he has been advised to consult with legal counsel and is familiar with the provisions of California Civil Code Section 1542, a statute that otherwise prohibits the release of unknown claims, which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
(d) This general release of Claims excludes, and Employee does not waive, release or discharge any (i) right to file an administrative charge or complaint with the Equal Employment Opportunity Commission or other administrative agency; (ii) claims under state workers’ compensation or unemployment laws; or (iii) or any other claims that cannot be waived by law. Employee does, however, expressly waive the right to receive any future monetary or other recovery of any kind from any of the Released Parties, including payments that result from any complaints or charges that Employee files with any federal, state or local administrative or regulatory agency or that are filed or pursued on Employee’s behalf.
11. Governing Law. This General Release Agreement shall, in all respects, be interpreted, construed and governed by and under the internal substantive laws of the State of New York (without reference to its choice of law provisions). Any action or proceeding by either of the parties to enforce this General Release Agreement shall be brought only in any state or federal court located in New York. The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.
13. Amendment. This General Release Agreement may not be modified except by a writing signed by each of the parties hereto, or their duly authorized representative.
14. Successors and Assigns. This General Release Agreement shall inure to the benefit of, may be enforced by, and shall be binding on the parties and their heirs, executors, administrators, personal representatives, assigns and successors in interest. It is understood and agreed that no breach of this General Release Agreement shall be cause to set it aside or to revive any of the Claims being released herein.
GENERAL RELEASE AND WAIVER 1.I, Lee Wright, in consideration of the severance benefits to be paid to me by Conn’s, Inc., a Delaware corporation (the “Company,” and together with its affiliates, the “Company Parties”) pursuant to the Executive Severance Agreement between me and the Company effective as of June 22, 2016 (the “Executive Severance Agreement”), do hereby release and forever discharge as of the date hereof the Company Parties and their respective affiliates, subsidiaries and direct or indirect parent entities and all present, former and future shareholders, directors, officers, agents, representatives, employees, successors and assigns of the Company and/or its respective affiliates, subsidiaries and direct or indirect parent entities (collectively, the “Released Parties”) to the extent provided below (this “General Release”); provided, however, that it is understood that I am not waiving or releasing: (a) any of my indemnification rights and remedies arising under the common law, statutory law or regulation, the bylaws of the Company, the Indemnification Agreement between the Company and me dated June 22, 2016, or any similar insurance policies, as applicable; (b) my rights to any of the benefits provided for in the Executive Severance Agreement, except to the extent such rights are modified or waived herein; (c) my rights to unemployment insurance benefits; (d) my rights to any vested benefits; (e) any rights that may not be waived as a matter of law; or (f) any claims or rights arising under this General Release, including specifically paragraph 2 below. The Released Parties are intended to be third-party beneficiaries of this General Release, and this General Release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such Released Parties hereunder.
GENERAL RELEASE FOR AND IN CONSIDERATION OF the separation pay and benefits to be provided to me in the Separation Agreement to which this General Release is attached as Exhibit A (other than the Accrued Obligations), payment of which is conditioned on my signing this General Release and to which I am not otherwise entitled, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, I, on my own behalf and on behalf of my heirs, executors, administrators, beneficiaries, representatives, and assigns, and all others connected with or claiming through me, hereby release and forever discharge the Company and its current and past parents, subsidiaries, and other affiliates and all of their respective past, present, and future officers, directors, trustees, equity holders, employees, agents, employee benefit plans, general and limited partners, members, managers, investors, joint venturers, representatives, successors and assigns, and all others connected with any of them, both individually and in their official capacities (collectively, the “Released Parties”), to the extent provided below (the “General Release”).
YOU HAVE READ AND FULLY CONSIDERED THIS AGREEMENT AND GENERAL RELEASE AND DESIRE TO ENTER INTO THIS AGREEMENT. THE TERMS OF THIS AGREEMENT AND GENERAL RELEASE ARE THE PRODUCT OF MUTUAL NEGOTIATION AND COMPROMISE BETWEEN THE COMPANY AND YOU; YOU UNDERSTAND THAT THIS AGREEMENT AND GENERAL RELEASE SETTLES, BARS, AND WAIVES ANY AND ALL CLAIMS THAT YOU HAVE OR COULD POSSIBLY HAVE AGAINST THE RELEASED PARTIES. YOU HAVE BEEN AFFORDED AT LEAST 21 DAYS TO CONSIDER THIS AGREEMENT AND GENERAL RELEASE AND HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY. HAVING SUBSEQUENTLY ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES SET FORTH HEREIN, AND TO RECEIVE THEREBY THE CONSIDERATION SET FORTH IN THIS AGREEMENT AND GENERAL RELEASE, YOU FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTER INTO THIS AGREEMENT AND GENERAL RELEASE INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS YOU HAVE OR MIGHT HAVE AGAINST THE RELEASED PARTIES.
You and the Company now voluntarily and knowingly execute this Agreement and General Release.
A General Release is a legal document that acknowledges an agreement between parties where one party waives the right to pursue legal claims against the other. This document is often used to settle disputes or prevent potential litigation by having the involved parties reach an amicable resolution. The individual or entity granting the release (the “Releasor”) agrees to relinquish any claims against the party receiving the release (the “Releasee”), thereby providing a safeguard for the Releasee against future legal action related to the settled matter.
A General Release should be used:
Settlement of Disputes: When resolving conflicts between two or more parties, often as part of the terms of a settlement agreement to ensure that no further claims related to the dispute can be filed.
Termination of Employment: At the end of an employment relationship, particularly if some severance package or benefits are offered, to prevent future employment-related claims.
Real Estate Transactions: To resolve any disputes arising during real estate deals, where parties want to ensure no future legal actions related to the transaction.
Personal Injury Claims: After a settlement has been reached between parties in a personal injury claim, to ensure the injured party does not pursue any further legal action once compensated.
When writing a General Release, consider the following key elements:
Title and Introduction: Clearly identify the document as a “General Release” and specify the parties involved.
Recitals: Provide a brief background of the circumstances leading to the release agreement.
Release Clauses: Clearly state that the Releasor releases the Releasee from all present and future claims related to the specified matter.
Consideration: Describe any compensation or other forms of consideration provided in exchange for the release.
Scope of the Release: Specify the scope, making it clear if the release is limited to specific claims or encompasses all potential claims.
Reservation of Rights: If necessary, outline any rights the Releasor may wish to reserve.
Additional Provisions: Include any additional terms such as confidentiality, non-disparagement, or governing law.
Signatures: Provide spaces for all parties to sign and date the document, confirming their agreement to the terms.
Example:
General Release Agreement
This General Release is made on [Date] by and between [Releasor Name] and [Releasee Name].
Whereas [Brief Description of the Circumstances],
Now, therefore, in consideration of [Description of Consideration], it is agreed as follows: [Release Clauses, Scope, and Other Provisions].
[Signature Lines]
General Releases are commonly found in various types of contracts, including:
Settlement Agreements: Often included as a critical component to resolve legal disputes and lawsuits by preventing future litigation related to the subject matter.
Severance Agreements: Frequently used when an employee is leaving a company, ensuring the employee will not bring future claims against the employer.
Loan or Debt Settlement Agreements: Integrated to release the debtor from any obligations beyond the agreed settlement.
Real Estate Contracts: May be included to manage disputes in property sales or leasing arrangements.
Confidentiality Agreements: Occasionally accompanied by a release when resolving alleged breaches or disputes related to confidential information.
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