A mutual release clause is a provision in a contract where all parties agree to relinquish any claims against each other, effectively releasing one another from liability arising out of past actions or disputes related to the contract. This agreement ensures that all involved parties waive any rights to pursue legal action for any matters specified in the release, providing a clean break and resolution to potential conflicts.
MUTUAL RELEASE THIS MUTUAL RELEASE (“Mutual Release”) is entered into as of the date last signed below among CSG Systems, Inc.®, a Delaware corporation with offices at 6175 S Willow Drive, Greenwood Village, Colorado 80111 (“CSG”), CSG Systems International, Inc., a Delaware corporation sharing the same office address with CSG (“CSGS”, and collectively with CSG, the “Company”) and Bret C. Griess (“Executive”). The Company and the Executive shall be referred herein individually as the “Party” and collectively as the “Parties.”
1.MUTUAL PROMISES AND COVENANTS The Parties agree that execution of this Mutual Release shall not represent an admission of fault or wrongdoing by either Party regarding the subject matter covered herein nor establish a precedent for establishing liability in the event of future disputes. Therefore, in exchange for the Severance Payment provided in Paragraph 6 of the Separation Agreement, and in accordance with Sections 2 and 3 below, each Party agrees to forever release the other Party and its past and present employees, agents, affiliates, shareholders, officers, directors, predecessors, if any, joint ventures, successors and assigns, heirs, executors, administrators and trustees from and against any and all suits, causes of action and claims with respect to the subject matter covered herein.
This Mutual Release, however, does not apply to any claim which as a matter of law cannot be released, including, but not limited to, claims for unemployment insurance benefits and workers’ compensation claims. The Executive Parties and the CSG Parties agree that it is their respective intent to release all claims which they can legally release. This Mutual Release excludes claims that cannot be released or waived by law or private agreement.
By signing this Mutual Release, Executive hereby acknowledges and affirms the following: a. Executive has been advised by the Company to consult with an attorney and has had the opportunity to consult with an attorney, before signing this Mutual Release, and the Mutual Release has been written in a manner calculated to be clearly understood by Executive. b. Executive has read and fully understands all the provisions of this Mutual Release, and Executive was given a reasonable period of forty-five (45) days to review, consider and decide whether to sign this Mutual Release and understands this signed Mutual Release must be returned to Greg Cannon, the Company’s General Counsel, at 6175 S Willow Drive, 10th Floor, Greenwood Village, CO 80111, no later than May 15, 2021. Executive and the Company agree that any changes made to this Mutual Release at Executive’s request do not restart the forty-five (45) day period to review this Mutual Release. c. Executive is waiving, among other claims, age discrimination claims under ADEA and all amendments thereto, whether known or unknown. d. If Executive signs this Mutual Release, Executive will have seven (7) days after signing this Mutual Release to revoke, rescind, or cancel Executive’s consent to this Mutual Release. If Executive wishes to revoke this Mutual Release, Executive agrees to do so in writing within seven (7) days after signing this Mutual Release, by delivering written notice of Executive’s intent to revoke to Greg Cannon, the Company’s General Counsel, at 6175 S Willow Drive, 10th Floor, Greenwood Village, CO 80111. e. If Executive does not timely sign this Mutual Release, or rescinds, revokes, or cancels it under applicable state or federal law, then Executive will not be entitled to any of the consideration and/or any of the covenants that the Company agrees to provide and/or make in this Mutual Release (including the payments and benefits described in Paragraph 6 of the Separation Agreement) and the Company will have no obligations whatsoever under this Mutual Release, which shall be null and void. f. This Mutual Release will not become effective or enforceable until the eighth day following the date on which Executive signs this Mutual Release, provided that Executive does not exercise Executive’s right to revoke, rescind, or otherwise cancel the Mutual Release, pursuant to the procedure set forth in Section 3(d) above. g. Executive has carefully read and understands the terms of this Mutual Release, including this Section, and accepts these terms freely and voluntarily, in exchange for the consideration stated above, which Executive acknowledges constitutes full, fair, reasonable and adequate consideration to which Executive is not otherwise entitled. h. By signing this Mutual Release, Executive is not waiving or releasing any claims based on actions or omissions that occur after the date on which Executive signs this Mutual Release. i. Executive states and warrants that the information provided in this Mutual Release is sufficient for Executive to knowingly and voluntarily release any claims under the ADEA.
This Mutual Release does not constitute an admission of liability and/or wrongdoing by or on the part of the Parties, all of which is expressly denied.
The Parties expressly agree that this Mutual Release may be pled as a full and complete defense to any action or other proceeding released in this Mutual Release, and as a basis for abatement of, or injunction against, such actions. In the event of any breach of the foregoing, the non-breaching Party will recover its reasonable attorney fees and actual costs and expense of enforcing this Section 4. Nothing in this Mutual Release shall, however, be construed as an agreement not to commence legal action to enforce the terms of this Mutual Release.
The Parties to this Mutual Release each acknowledge that (i) they have been represented by counsel of their own choosing with respect to the negotiation and signing of this Mutual Release, (ii) they have had the opportunity to review and reflect on the terms of this Mutual Release, and (iii) they have not been the subject of any undue or improper influence that would interfere with the exercise of their understanding and will to sign this Mutual Release. The Parties agree to bear their own costs and attorneys’ fees related to this Mutual Release.
5.1 Mutual Release. Each Party on behalf of itself and its respective partners, agents, assigns, heirs, officers, directors, employees executors, and attorneys (“Affiliates”) hereby forever and finally releases, relieves, acquits, absolves and discharges the other party and their Affiliates from any and all losses, claims, debts, liabilities, demands, obligations, promises, acts, omissions, agreements, costs and expenses, damages, injuries, suits, actions and causes of action, of whatever kind or nature, whether known or unknown, suspected or unsuspected, contingent or fixed, that they may have against the other party and their Affiliates, including without limitation claims for indemnification, based upon, related to, or by reason of any matter, cause, fact, act or omission occurring or arising at any moment out of the APA.
4. Mutual Release As part of this Mutual Release, it is the desire and intention of the Parties to eliminate any and all claims and potential claims of the Parties against, or between, each other made in, relating to, or that arose as a result of the Consulting Agreement, or any issues related thereto. Therefore, the Parties forever waive, generally release and discharge each other, and all of the parent, subsidiary, and related corporations and entities, past, present, and future, and each of them, as well as their respective partners, directors, officers, members, managers, shareholders, agents, employees and attorneys, past, present, and future, and each of them, from any and all claims, demands, damages, losses, liabilities, payment obligations, causes of action, costs, expenses, and attorney’s fees, of whatever kind or nature, related, directly or indirectly to, or arising out of Ms. Villaverde’s service on the Company’s Board, or any issues related thereto, whether known or unknown, fixed or contingent, accrued or not accrued, matured or not yet matured, asserted or unasserted, whether suspected or unsuspected, and which they now own or hold, or have owned or held at any time prior to execution of this Mutual Release. It is an express condition of and part of the consideration of this Mutual Release, and it is the intention of the Parties that this release shall be effective as to bar each and every claim, demand, damages, loss, liability, payment obligation, cause of action, cost, expense, and attorney’s fees arising out of the Agreement, prior to the execution of this Mutual Release. The Parties acknowledge that the signatories hereto have, in fact, relied on this mutual waiver and general release as a condition to entering into this Mutual Release, and they expressly consent that this mutual waiver and general release shall be given full force and effect according to all of its provisions, including those that relate to unknown or unsuspected claims, demands, damages, losses, liabilities, causes of action, costs, expenses and attorney’s fees. This Mutual Release does not release claims for any breach of this Mutual Release.
A Mutual Release is a legal agreement between two or more parties where each party agrees to release the other from any claims, liabilities, or obligations arising from a particular contract, dispute, or situation. This means that once the mutual release is signed, none of the parties can pursue legal action against each other regarding the released claims. The objective is to formally and mutually end any further disputes or obligations related to the matter at hand.
You should consider using a Mutual Release in the following situations:
Writing a Mutual Release involves several key steps to ensure it’s legally binding and effectively serves its purpose:
Example of a simple mutual release clause:
Both Party A and Party B agree to release and discharge each other from any and all claims, demands, and causes of action, both known and unknown, arising out of or related to the contract dated [specify date].
Mutual Release clauses or agreements are common in a variety of contractual and legal contexts, such as:
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Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
A mutual termination clause allows both parties in a contract to agree to end their agreement by mutual consent, effectively releasing each other from further obligations under the contract. This clause typically outlines the conditions and procedures required for both parties to initiate and formalize the termination process.
A mutual waiver of consequential damages clause in a contract stipulates that both parties agree not to hold each other liable for damages that are not a direct result of a breach but rather occur as a secondary effect, such as lost profits or reputational harm. This clause is intended to limit each party's potential exposure to substantial and often unpredictable financial liabilities, promoting more equitable risk management.
A mutual waiver of subrogation is a provision in a contract where both parties agree to waive their rights to seek compensation from each other for losses covered by insurance. This clause is typically included to prevent litigation and ensure that claims are handled solely by the insurance providers, minimizing conflict between the contractual parties.
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