A mutual general release clause is a contractual provision where both parties agree to relinquish any existing or potential claims against each other, thereby freeing both from future legal disputes related to the subject matter of the release. This clause aims to bring closure to past grievances and facilitate a clean break, ensuring that neither party can pursue further claims or litigation over the issues covered by the agreement.
SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE This Settlement Agreement and Mutual General Release (the “Agreement”), effective as of December 24, 2020 (“Effective Date”), is made and entered into by and between AMARILLO BIOSCIENCES, INC. (“ABI”), on the one hand, and BERNARD COHEN (“COHEN”), on the other hand, each of which shall be referred to as a “Party” hereto and collectively as the “Parties hereto” or “the Parties to this Agreement.”
Mutual General Releases. Except for the promises, warranties, representations or obligations made or expressly undertaken or reaffirmed in this Agreement, upon the Parties to this Agreement executing this Agreement, the Parties to this Agreement on behalf of themselves, and on behalf of their own predecessors, successors, and assigns hereby release and discharge the other Party hereto and that Party’s predecessors, successors, assigns, current and former officers, directors, agents, employees, shareholders, partners, joint venturers, insurers, and attorneys from any and all claims, suits, demands, obligations, liabilities, attorneys fees, costs, and causes of action of any kind whatsoever, whether known or unknown, suspected or unsuspected, claimed or unclaimed, asserted or unasserted or which could have been claimed or asserted by either Party as of the Effective Date, irrespective of the theory of recovery that could be asserted. This release applies to all claims in contract, tort, or otherwise, and under any statute or common law, in law or in equity, based on any act from the beginning of time until the Effective Date hereof. COHEN expressly acknowledges that this release applies to, without limitation: a. any and all claims relating to or arising from his employment relationship (including but not limited to claims for wages with ABI and the termination of that relationship; b. any and all claims relating to, or arising from, his right to receive, purchase, or actual purchase of shares of stock of the ABI, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
Amendment No. 1 to Settlement Agreement and Mutual General Release This Amendment No.1 to a Settlement Agreement and Mutual General Release (“Amendment”) is made effective of December 13, 2020 (the “Effective Date”) by end between Teva Pharmaceutical Industries Ltd. ("Teva"), on the one hand, and MediWound Ltd. ("MediWound"), on the other hand. Teva and MediWound are together referred to as the "Parties" and individually referred to as a “Party”. WITNESSETH: WHEREAS the Parties entered into a Settlement Agreement and Mutual General Release dated March 24, 2019, (the “Agreement”) to fully and finally settle all matters arising from and/or related to the their business relationship and the termination of such relationship, including without limitation the Asserted Claims, as such term is defined in the Agreement followed by Mediwound’s undertakings pursuant to that letter dated March 24, 2019 regarding Certain Indemnity in connection with the Settlement Agreement (the "Indemnification Letter");
Mutual General Release. In consideration for the performance of all terms and conditions of this Agreement, except as to such rights as may be created by this Agreement, the Parties, and each of them, on behalf of themselves and their past and present parents, subsidiaries, affiliates, officers, directors, agents, servants, professional corporations, employees, heirs, executors, representatives, investors, shareholders, attorneys, predecessors, successors, assigns, sureties, insurers, excess insurers, reinsurers, principals, managing members, trustees, beneficiaries, unit holders, limited and general partners, and all persons acting through or in concert with any of them, hereby generally release and forever discharge each other and their respective past and present parents, subsidiaries, affiliates, officers, directors, agents, servants, professional corporations, employees, heirs, executors, representatives, investors, shareholders, attorneys, predecessors, successors, assigns, sureties, insurers, excess insurers, reinsurers, principals, managing members, trustees, beneficiaries, unit holders, limited and general partners, and all persons acting through or in concert with any of them, if any, from any and all claims, losses, debts, liabilities, demands, obligations, rights, disputes, fees, controversies, costs, expenses, damages, actions and causes of action whatsoever, in law or equity, whether known or unknown, suspected or unsuspected, fixed or contingent, existing as of the Effective Date of this Agreement and accrued or hereafter accruing from any cause whatsoever, including, but not limited to, any and all claims, demands and allegations, made, or which could have been made, arising out of or relating to the Claims (collectively, the “Released Claims”). The foregoing release of HPO is expressly conditioned upon the timely (time being of the essence) and complete delivery of the deliverables in Section 6.
MUTUAL GENERAL RELEASE AND COVENANT NOT TO SUE AGREEMENT This Confidential Mutual General Release and Covenant Not to Sue Agreement is made and entered by and between, on the one hand, SIGNING DAY SPORTS, INC., a Delaware corporation, organized under the laws of the State of Delaware with a place of business at 8753 E. Bell Road, #110, Scottsdale, AZ 85260, and, on the other hand, JOHN DORSEY, an individual who resides in Maricopa County, Arizona, as of the Effective Date. I. DEFINITIONS 1. “Agreement” means this Confidential Mutual General Release and Covenant Not to Sue Agreement, including its Definitions, Recitals, Agreements, Representations and Warranties, and Miscellaneous Terms and Conditions.
Mutual General Releases. (a) Release of Advisor. In consideration of the promises set forth in this Agreement, Kirkpatrick and Company, and each of them, on behalf of their respective members, partners, representatives, attorneys, executors, administrators, successors, and assigns, hereby releases, acquits, withdraws, and forever discharges Advisor and all of their members, partners, representatives, attorneys, executors, administrators, successors, and assigns, from any and all actions, causes of action, obligations, costs, expenses, damages, losses, claims, liabilities, suits, debts, demands, and benefits (including actual attorneys’ fees and costs), of whatever character, in law or equity, known or unknown, suspected or unsuspected, matured or unmatured, of any kind or nature whatsoever, now existing or arising in the future, based on any act, omission, event, occurrence or nonoccurrence from the beginning of time to the date of full execution of this Agreement, arising from or related to the Letter Agreement, the E-Mail Agreement, the Amendment, or the Lawsuit. (b) Release of Company and Kirkpatrick. In consideration of the promises set forth in this Agreement, Advisor, and each of them, on behalf of their members, partners, representatives, attorneys, executors, administrators, successors, and assigns, hereby releases, acquits, withdraws, and forever discharges Advisor and all of their members, partners, representatives, attorneys, executors, administrators, successors, and assigns, from any and all actions, causes of action, obligations, costs, expenses, damages, losses, claims, liabilities, suits, debts, demands, and benefits (including actual attorneys’ fees and costs), of whatever character, in law or equity, known or unknown, suspected or unsuspected, matured or unmatured, of any kind or nature whatsoever, now existing or arising in the future, based on any act, omission, event, occurrence or nonoccurrence from the beginning of time to the date of full execution of this Agreement, arising from or related to the Letter Agreement, the E-Mail Agreement, the Amendment, of the Lawsuit.
Mutual General Release. (a) Each of (1) Holder, on behalf of itself and its affiliates, subsidiaries, predecessors, successors and assigns, and each of their respective present and former directors, officers, employees, shareholders, warrant holders, option holders, lenders, managers, representatives, agents, attorneys, heirs, beneficiaries, executors and administrators and all persons acting by, through or in concert with them (collectively, the “Holder Releasors”), and (2) the Company, on behalf of itself and its affiliates, subsidiaries, predecessors, successors and assigns, and each of their respective present and former directors, officers, employees, shareholders, warrant holders, option holders, lenders, managers, representatives, agents, attorneys, heirs, beneficiaries, executors and administrators and all persons acting by, through or in concert with them (collectively, the “Company Releasors” and, together with the Holder Releasors, the “Releasors”), does hereby fully and without limitation release, acquit and forever discharge the Company (with respect to the Holder Releasors) and Holder (with respect to the Company Releasors) and each of their respective present and former affiliates, subsidiaries, predecessors, successors and assigns, and each of their respective present and former directors, officers, employees, shareholders, warrant holders, option holders, lenders, managers, representatives, agents, attorneys, heirs, beneficiaries, executors and administrators, and all persons acting by, through or in concert with them, or any of them (each, individually, a “Releasee”), of and from any and all manner of action or actions, cause or causes of action, claims, charges, complaints, suits, liens, rights, demands, debts, contracts, agreements, promises, commitments, damages, liabilities, losses, costs, expenses and accountings of whatever nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, fixed or contingent, in law or in equity, whether class, derivative or individual in nature, for indemnity or otherwise, which such Releasor now has or may have against any one or more of the Releasees based on, related to, arising from or in any way connected with any act, event, occurrence, omission or state of facts taken or existing from the beginning of time to the date hereof (collectively, “Claims”), including, without limitation, (i) any and all Claims related to any shares of capital stock of the Company or any other equity security of the Company, including any options, warrants, restricted stock, and other securities that are convertible into or exercisable for shares of capital stock or other equity securities of the Company (collectively, “Equity Securities”); (ii) any and all Claims related to any other ownership or other interest in the Company, (iii) any and all Claims related to any indebtedness or other obligations owed to or by the Company, including any redemption right in the Transaction Documents, (iv) any and all Claims related to or arising from any of the Terminated Agreements, including but not limited to all Principal, accrued Interest, Late Charges and other amounts at any time owed on the Note or under any of the Transaction Documents; and (v) any and all Claims to all or any portion of the proceeds payable by the Investor in connection with the Financing other than the Settlement Amount. Notwithstanding anything to the contrary in this Section 3(a), no release is given hereunder in respect of (and the following rights or claims shall not be considered “Claims” for purposes of this Section 4(a)) (a) any claim which cannot be waived by law, (b) claims arising out of, resulting from or relating, directly or indirectly, to any act, omission or event occurring after the date hereof, including the payment of the Settlement Amount. (b) Each Releasor acknowledges that it may discover facts different from or in addition to those which such Releasor now knows or believes to be true and that the release contained in this Section 4 shall be and remain effective in all respects notwithstanding such different or additional facts or the discovery thereof.
Subject to certain exceptions and limitations, the Separation Agreement includes a mutual general release of claims by Mr. Reniers and the Company in favor of the other party and certain related persons and parties, and customary confidentiality, assignment of invention and cooperation provisions.
A mutual general release is a legal agreement between two or more parties whereby each party agrees to release the other(s) from any claims, liabilities, or legal actions that they may have against each other. This type of agreement typically signifies the resolution of a dispute or the conclusion of a business relationship, ensuring that neither party can pursue further legal action related to the specific issues outlined in the release.
A mutual general release is typically used in situations where parties wish to settle a dispute or end a contractual relationship without future litigation. Common scenarios include:
Writing a mutual general release involves clearly outlining the terms of release, ensuring both parties are protected and agree to relinquish any claims. Here is a basic structure you might follow:
Example:
This Mutual General Release ("Agreement") is made on [Date] by and between [Party A] and [Party B]. WHEREAS, [brief explanation of the dispute or relationship]; NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows: 1. [Party A] hereby releases [Party B] from any and all claims... 2. [Party B] hereby releases [Party A] from any and all claims... IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. [Signatures]
Mutual general release clauses or agreements can be found in several types of contracts, especially where relationships are being formalized or concluded. Some typical contracts include:
Each of these contexts might require tailoring the language of the release to fit specific circumstances and legal requirements. It is often advisable to consult with legal professionals when drafting such agreements to ensure that all legal aspects are covered properly.
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Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
Mutual indemnification is a contractual provision where each party agrees to compensate the other for any losses, damages, or liabilities arising from specific actions or breaches related to the agreement. This clause is designed to ensure both parties are protected against claims or damages caused by the other party's negligence or misconduct.
A mutual indemnity clause is an agreement between two parties where each agrees to indemnify, or compensate, the other for certain losses or damages arising from their own actions or negligence. This clause is intended to ensure fairness and risk distribution, protecting both parties from liabilities resulting from the other's conduct during the execution of a contract.
A mutual limitation of liability clause establishes a cap on the amount of damages that either party to a contract can claim from the other in the event of a breach or other issues arising out of the contract. This clause is designed to protect both parties by minimizing their financial exposure and encouraging fair and manageable risk distribution.
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