The release and indemnity clause typically absolves one party from liability and requires the other party to compensate for any losses, damages, or claims arising from the agreement. It aims to protect the indemnified party from potential legal claims by transferring the risk to the indemnifying party.
The Separation Package and the Release and Indemnity may be executed in counterparts and delivered to each respective party as a PDF attachment by email, and once so executed and delivered the said counterparts shall be deemed to constitute a single and binding, original instrument.
Release and Indemnity Subject to the Company’s compliance with the terms of settlement as set out in the Separation Package, the Employee hereby: (a)releases and forever discharges: (i)the Company, its directors, officers, trustees, shareholders, employees, contractors and agents; (ii)all corporations related, associated or affiliated with the Company, their directors, officers, trustees, shareholders, employees, contractors and agents; and (iii)the respective heirs, executors, administrators, other legal representatives, successors and assigns of the aforesaid corporations, individuals and other entities; (individually, a “Releasee” and, collectively, the “Releasees”)from any and all actions, causes of action, claims, proceedings, applications, complaints and demands whatsoever, whether known or unknown, that have arisen or that may arise at any time in the future (individually, a “Claim” and, collectively, the “Claims”) and, without limiting the generality of the foregoing, all Claims arising from the employment of the Employee with the Company or the termination of such employment, including all Claims, contractual, statutory or otherwise, under any benefit plan in which the Employee participated or may have been entitled to participate during the Employee’s employment, and all Claims for salary, wages, commissions, incentive compensation, bonuses, stock options, shares or other securities, benefits, pension, overtime pay, vacation pay, sick pay, holiday pay, any other form of remuneration, benefit or perquisite, termination pay, severance pay, compensation in lieu of notice, damages for wrongful or constructive dismissal, any other forms of damage and reinstatement in employment, and including any express or implied right under any contract of employment, the common law, the Ontario Employment Standards Act, 2000, the Ontario Human Rights Code, , the Ontario Occupational Health and Safety Act, or any other statute or regulation; (b)agrees that the Employee is aware of the Employee’s rights under the Ontario Human Rights Code, confirms that the Employee has no basis for advancing or asserting, that the Employee is not advancing or asserting, and that the Employee does not intend to advance or assert, a Claim or Claims under the Ontario Human Rights Code relating to the Employee’s employment with the Company, the termination of such employment, the employment agreement or the Employee’s hiring by the Company, and the Employee hereby releases and forever discharges the Releasees from any such human rights Claims; (c)agrees that the Employee is aware of the Employee’s rights under the Ontario Employment Standards Act, 2000, confirms that the Employee has no basis for advancing or asserting, that the Employee is not advancing or asserting, and that the Employee does not intend to advance or assert, a Claim or Claims under the Ontario Employment Standards Act, 2000, relating to the Employee’s employment with the Company, the termination of such employment, the employment agreement or the Employee’s hiring by the Company, and the Employee hereby releases and forever discharges the Releasees from any such employment standards Claims; (d)agrees, for the benefit of the Releasees, not to make any Claim or Claims or take any proceeding with respect to any matter released and discharged herein that may result in any Claim or Claims arising against any Releasee for contribution or indemnity or other relief; (e)agrees to indemnify and save harmless the Releasees from and against all Claims asserted against and all losses, damages, fines, penalties, deficiencies, liabilities (whether accrued, actual, contingent, latent or otherwise), costs, fees and expenses (including but not limited to interest, court costs and reasonable fees and expenses of lawyers, accountants and other experts and professionals) (collectively, the “Losses”) incurred by any of the Releasees directly or indirectly arising out of or resulting from any of the Claims described in Sections 1(a), (b) and (c) or any breach of the covenant contained in Section 1(d); (f)agrees to indemnify and save harmless the Releasees from and against any and all Claims under the Income Tax Act (Canada), provincial income tax legislation, the Canada Pension Plan Act, the Employment Insurance Act (Canada), including any regulations made thereunder, and any other statute or regulations, for or in respect of any failure on the part of the Releasees to withhold income tax, Canada Pension Plan premiums, employment insurance premiums or benefit overpayments or any other tax, premium, payment or levy from all or any part of the said consideration and any Losses arising from any such Claims. The Releasees agree to remit applicable source deductions in the ordinary course in respect of any payments or other compensation that are provided to the Employee pursuant to the terms of the Separation Package including without limitation, the payments that are referred to in paragraphs 1 and 2 of the Separation Package and any bonus payments referred to therein. (g)agrees that the Employee will keep the existence and details of the Terms of Settlement and Release and Indemnity confidential, and that the Employee will not disclose, directly or indirectly, the existence or terms of this settlement to any other person or third party, except to his immediate family, financial or legal advisors, or as may be required by law. The confidentiality of this settlement shall be disclosed to his immediate family or such advisor. (h)without limitation to the covenant in the employment agreement of the Employee, agrees that the Employee will not at any time make or publish (including without limitation on social media) any statements or comments that are directly or indirectly disparaging or defamatory of any of the Releasees; (i)without limitation to the covenant in the employment agreement of the Employee, agrees that the Employee will not, at any time, use or disclose, directly or indirectly, any information relating to the business or confidential affairs of the Company or its affiliates, or its employees, directors, Board members, suppliers, clients or customers; (j)agrees that it is a condition of the Severance Package, that the Employee will comply with all of the Employee’s post-employment obligations at common law and under the Employee’s employment contract dated November 1,2012 and as set out in the Severance Package; (k)acknowledges and agrees that the Releasees other than the Company are intended to be third party beneficiaries of this Release and Indemnity and, as such, each of such Releasees are entitled to enjoy the benefits of this Release and Indemnity and have the right to independently enforce the terms of this Release and Indemnity directly against the Employee; and (l)to the extent necessary to entitle the Releasees to enjoy the benefits of this Release and Indemnity, appoints the Company as the trustee for such Releasees of the provisions of this Release and Indemnity that are for their benefit.
This Release and Indemnity will enure to the benefit of and be binding upon the Employee and the Releasees and their respective heirs, executors, administrators, other legal representatives, successors and assigns.
This Release and Indemnity along with the Terms of Settlement constitute the entire agreement between the Company and the Employee with respect to the subject matter hereof. The Terms of Settlement are contractual and not a mere recital.
IN WITNESS WHEREOF the Employee has executed this Release and Indemnity at Whitchurch-Stouffville___________, Ontario on __________________ ,2022.
Release and Indemnity. In accordance with section 5.11 of your Employment Agreement, as a condition of receiving the amounts and benefits set out at paragraphs 2-7 above, you agree and acknowledge that you will sign and deliver either by hand or via email to the attention of Christine Barwell, CHRO ([XXX]), (i) the Acknowledgement below by no later than 5:00 pm EST on April 30, 2024 and (ii) the Release & Indemnity, attached at Schedule “A” hereto by no earlier than 5:00 pm EST on May 31, 2024 and no later than 5:00 pm EST on June 1, 2024. If you do not accept this offer by returning signed copies of the Acknowledgement and the Release & Indemnity by the corresponding deadlines, this offer will automatically be revoked and, pursuant to the terms of your Employment Agreement, you will receive only the minimum amounts and benefits to which you are entitled in relation to the termination of your employment pursuant to the Employment Standards Act, 2000 (Ontario).
RELEASE AND INDEMNITY. IN CONSIDERATION of the terms and conditions of the Minutes of Settlement dated December 30, 2022 with Venus Concept Canada Corp. (“Venus”), and other good and valuable consideration, the receipt and sufficient of which is hereby acknowledged, I, Domenic Serafino, on behalf of myself, my heirs, successors, administrators and assigns (hereinafter collectively referred to as the “Releasor”) hereby release and forever discharge Venus, along with all parents, subsidiaries, affiliates and associated entities, and together with all respective officers, directors, employees, servants and agents and their successors and assigns (hereinafter collectively referred to as the “Releasee”) jointly and severally from any and all actions, causes of actions, contracts, covenants, whether express or implied, including but not limited to, any bonus claims of any nature and kind whatsoever, any vacation pay entitlements, any claims and demands for damages, including any disability claims, loss of benefit claims, claims for indemnity, costs, interest, and/or claims for loss or injury of every nature and kind whatsoever and howsoever arising, whether statutory or otherwise and specifically including, but not limited to the following: any claim under the Ontario Employment Standards Act, 2000 (including but not limited to claims for wages, notice, severance, vacation pay or termination pay); any claim under any applicable contract of insurance; any claim under the Ontario Human Rights Code, Labour Relations Act, Occupational Health and Safety Act and Workplace Safety and Insurance Act, and any successor legislation, which I may heretofore have had, may now have, or may hereinafter have, in any way relating to my hiring by, my employment by, or the cessation of my employment by the Releasee. For clarity, this Release does not apply to any claims to coverage that the Releasor may hold under (i) any director & officer liability insurance coverage held by Venus as of October 2, 2022, and (ii) any other indemnity provided to directors and officers of Venus as at October 2, 2022.
AND FOR THE SAID CONSIDERATION, I further acknowledge, covenant and agree that, notwithstanding the cessation of my employment, I will not discuss or disclose, to other than my immediate family members, legal advisors, financial advisors or as required by law, the terms of my settlement with the Releasee or this Release and Indemnity. Such disclosure shall include but is not limited to the posting of any comments or information concerning the terms and conditions of the settlement or this Release and Indemnity on the Internet or providing information for the posting of any comments related to this settlement.
I HEREBY AGREE AND ACKNOWLEDGE THAT in the event that any provision of this Release and Indemnity is deemed void, invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.
The Executive has been given at least [twenty-one (21) OR forty-five (45)] days to consider all of the terms of this Release and Indemnity and has been advised to consult with legal counsel and any other advisors of the Executive’s choice prior to executing this Release and Indemnity. The Executive acknowledges that he has been advised by the Employer that he should carefully read and fully understand the provisions of this Release and Indemnity before signing it, and fully understands that by signing below he is voluntarily giving up any right which he may have to sue or bring any claim against the Releasees. The Executive understands that he has a period of seven (7) days after signing this Release and Indemnity within which to revoke his agreement by written notice delivered to the Employer in accordance with the Employment Agreement, and that neither the Employer nor any other person is obligated to make any payments or provide any other benefits to the Executive pursuant to the Employment Agreement until eight (8) days have passed since the Executive’s signing of this Release and Indemnity without the Executive’s signature having been revoked, other than any accrued obligations or other benefits payable pursuant to the terms of the Employer’s normal payroll practices or employee benefit plans. In the event the Executive chooses to revoke this Release and Indemnity within seven (7) calendar days after he signs it, this Release and Indemnity shall be void, all actions taken pursuant to this Release and Indemnity shall be reversed, and neither this Release and Indemnity nor the fact of or circumstances surrounding its execution shall be admissible for any purpose whatsoever in any proceeding between the parties to the Release and Indemnity, except in connection with a claim or defense involving the validity or effective rescission of this Release and Indemnity.
Release and Indemnity On or before the closing of a purchase and sale held pursuant to this Article VII, the Non- Defaulting Member shall use such Member's reasonable and good faith efforts to obtain written releases of the Defaulting Member and the Defaulting Member's Affiliates from all liabilities under all Recourse Documents and Nonrecourse Documents and all other liabilities of the Company for which the Defaulting Member and/or its Affiliates may have personal liability, except to the extent such liabilities arise out of any Bad Acts or Prohibited Transfer (as such terms are defined in Section 10.02(a) below) of such Defaulting Member or any Affiliate thereof. To the extent the Non-Defaulting Member is unable to obtain such releases on or before the closing, the Non-Defaulting Member and an Affiliate of the Non-Defaulting Member with a net worth reasonably acceptable to the Defaulting Member shall jointly and severally indemnify, defend and hold the Defaulting Member and its Affiliates wholly harmless from and against all such liabilities and guaranties, except to the extent such liabilities arise out of any Bad Acts or Prohibited Transfer of the Defaulting Member or any Affiliate thereof. For purposes of clarification, the release, indemnity and related provisions set forth above in this Section 7.10 shall not apply to any Losses which are incurred by the Defaulting Member or its Affiliates to the extent such liabilities arise under an Affiliate Agreement.
Release and Indemnity. (a) Buyer, on its own behalf and on behalf of the other Buyer Indemnitors and the Company (each, together with Buyer, a “Releasing Person”, collectively, the “Releasing Persons”) hereby unconditionally and irrevocably and forever releases and discharges (and, upon request from Seller, Buyer shall cause each other Releasing Person to acknowledge and agree in writing to such release and discharge) each of the officers and managers of the Company, the Seller Indemnitees and their respective Affiliates, successors and assigns, and all of their respective current and former officers, directors, managers, shareholders, members, partners, employees, agents and representatives (each, a “Released Person”) from, and the Buyer Indemnitors, jointly and severally, hereby indemnify the Seller Indemnitees against, all debts, demands, causes of action, suits, covenants, torts, damages and any and all claims, defenses, offsets, judgments, demands and liabilities whatsoever, of every name and nature, both at law and in equity, known or unknown, suspected or unsuspected, accrued or unaccrued, which have been or could have been asserted against any Released Person, which any Releasing Person ever had, now has or ever may have or claim to have, which arise out of or in any way relate to events, circumstances or actions occurring, existing or taken prior to or as of the Closing Date in respect of matters relating to the Business and the Company (collectively, the “Released Claims”); provided that the parties acknowledge and agree that this Section 10.17 does not apply to and shall not constitute a release of any rights or obligations arising under this Agreement or any of the other Transaction Agreements. Buyer, on behalf of itself and each of the other Releasing Persons, covenants that none of the Releasing Persons will (and that Buyer will cause all other Persons who may seek to claim as, by, through or in relation to any of the Releasing Persons or any of the matters released by or on behalf of the Releasing Persons in this Section 10.17 not to) sue, or bring or otherwise pursue any claim against, any of the Released Persons on the basis of or in any way relating to any of the Released Claims (regardless of whether the release of any such Released Claim is enforceable under, or prohibited by, applicable law or otherwise).
Release and Indemnity. Each party, on behalf of itself and each of its members, shareholders, directors, officers, managers, agents, employees and representatives, and any of its or their successors, assigns and affiliates (collectively, the “Releasing Parties”), hereby absolutely, unconditionally and irrevocably releases and discharges the other parties, and each of their respective current and future members, stockholders, directors, officers, managers, agents, employees and representatives, and any of their respective successors, assigns and affiliates (the “Released Parties”) from any and all claims, counterclaims, actions, causes of action, suits, defenses, debts, obligations, promises, expenses, liabilities, setoffs, accounts, covenants, contracts, agreements, costs, judgments and demands whatsoever, whether at law, in equity, contract, tort or otherwise (whether fixed or contingent, known or unknown, liquidated or unliquidated) (collectively, a “Claim”), which any of the Releasing Parties now has, or may hereafter have, against any of the Released Parties, arising out of or relating to events, actions, omissions, facts or circumstances occurring, arising or existing at or prior to Closing; provided, however, that the foregoing release shall not affect the rights and remedies of (i) the Releasing Parties under Article IX of the LLC Agreement, the D&O insurance policies of BRJ LLC that are in place as of the date hereof or other applicable statutory or contractual indemnification rights, (ii) the Releasing Parties under this Agreement and/or (iii) Regional Brands and/or BRJ LLC with respect to a Claim against any Selling Party resulting from the gross negligence or willful misconduct of such Selling Party in performing the services which were the subject of the Management Services Agreement, and such rights and remedies shall continue in effect. Each of the Releasing Parties shall refrain from, directly or directly, asserting any Claim or demand or commencing, instituting or causing to be commenced, any action of any kind against the Released Parties based upon any matter released pursuant to this Section 8.
RELEASE AND INDEMNITY. As material consideration to Landlord, Tenant agrees that, except to the extent caused by the gross negligence or willful misconduct of Landlord, the Landlord Indemnified Parties (as hereinafter defined) or Landlord’s agents or contractors, and subject to the waiver of subrogation requirements set forth in Paragraph 16 below and Tenant’s rights expressly set forth elsewhere in this Lease, Landlord, its agents, successors-in-interest with respect to the Premises and their respective directors, officers, partners, members, employees, shareholders, agents and representatives and the directors, officers, partners, members, employees, shareholders, agents and representatives of the partners or members of Landlord (collectively, the “Landlord Indemnified Parties”) shall not be liable to Tenant, its agents, employees, invitees, licensees and other persons claiming under Tenant for: (i) any damage to any property entrusted to employees of the Premises, Landlord or the Landlord Indemnified Parties, (ii) loss or damage to any property by theft or otherwise, (iii) consequential damages arising out of any loss of the use of the Premises or any equipment or facilities therein, or (iv) any injury or damage to property resulting from fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak from any part of the Premises or from pipes, appliances or plumbing work therein or from the roof, street, sub-surface or from any other place or resulting from dampness or any other causes whatsoever. Additionally, as material consideration to Landlord, Tenant agrees that, except to the extent caused by the negligence or willful misconduct of Landlord, the Landlord Indemnified Parties or Landlord’s agents or contractors, and subject to the waiver of subrogation requirements set forth in Paragraph 16 below and Tenant’s rights expressly set forth elsewhere in this Lease, Landlord and the Landlord Indemnified Parties shall not be liable to Tenant, its agents, employees, invitees, licensees and other persons claiming under Tenant for any injury to persons resulting from fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak from any part of the Premises or from pipes, appliances or plumbing work therein or from the roof, street, sub-surface or from any other place or resulting from dampness or any other causes whatsoever. Landlord and/or the Landlord Indemnified Parties shall not be liable for interference with light or other incorporeal hereditaments, nor shall Landlord or the Landlord Indemnified Parties be liable for any latent defects in the Premises except as expressly set forth in Subparagraph 4(b) of this Lease. Tenant shall give prompt notice to Landlord in case of fire or accidents in the Premises and of defects therein or in the fixtures or equipment located therein. To the fullest extent permitted by law and except to the extent caused by the negligence or willful misconduct of Landlord or the Landlord Indemnified Parties (as defined above), and subject to the waiver of subrogation requirements set forth in Paragraph 16 below, Tenant agrees to indemnify, defend (with counsel reasonably selected by Tenant’s insurer) and hold harmless Landlord and the Landlord Indemnified Parties from (i) all claims, actions liabilities, and proceedings arising from Tenant’s use of the Premises or the conduct of its business or from any activity, work or thing done by or on behalf of Tenant or any of the Tenant Parties, in or about the Premises and any breach or default in the performance of any obligation to be performed by Tenant under the terms of this Lease, or arising from any act, neglect, fault or omission of Tenant, or of its agents, contractors, employee or invitees, and (ii) any and all reasonable costs, attorneys’ fees, expenses and liabilities incurred with respect to any such claims, actions, liabilities, or proceedings (collectively, the “Indemnified Claims”), and in the event any Indemnified Claims shall be brought against Landlord, Tenant, upon notice from Landlord, shall defend the same at Tenant’s expense by counsel reasonably approved in writing by Landlord. Tenant hereby assumes all risk of damage to property or injury to person in, upon or about the Premises from any cause whatsoever, and Tenant hereby waives all its claims in respect thereof against Landlord. Notwithstanding anything in this Paragraph 15 to the contrary, the foregoing assumption of risk, release and indemnity shall not apply to any Indemnified Claims to the extent resulting from the negligence or willful misconduct of Landlord or any of the Landlord Indemnified Parties and not insured (or required to be insured) by Tenant under this Lease (collectively, the “Excluded Claims”) and Landlord shall indemnify, protect, defend and hold harmless Tenant and Tenant’s officers, agents and employees (collectively, “Tenant Indemnified Parties”) from and against any such Excluded Claims, but only to the extent Landlord’s liability is not waived and released by Tenant pursuant to the waivers of subrogation required of Tenant in Paragraph 16 below (provided, however, that Landlord’s indemnity shall, in no event, extend to loss of profits, loss of business or other consequential damages incurred by Tenant or any Tenant Indemnified Parties). Each party’s agreement to indemnify the other pursuant to this Paragraph 15 is not intended and shall not relieve any insurance carrier of its obligations under policies required to be carried by the indemnifying party pursuant to the provisions of this Lease. As used herein, the term “liabilities” shall include all suits, actions, claims and demands and all expenses (including attorneys’ fees and costs of defense) incurred in or about any such liability and any action or proceeding brought thereon. It is understood that payment shall not be a condition precedent to recovery upon the foregoing indemnity.
A Release and Indemnity is a legal agreement that involves one party (the “releasor”) agreeing not to hold another party (the “releasee”) liable for any damages or claims that may arise from a specific event, transaction, or relationship. This agreement often includes a promise by the releasor to indemnify, or compensate, the releasee for any losses or damages that may ensue. Essentially, it’s a safeguard for one party against potential future legal claims by another.
You should consider using a Release and Indemnity in scenarios where:
When drafting a Release and Indemnity, follow these steps to ensure it is comprehensive and legally binding:
Example:The Releasor hereby irrevocably and unconditionally releases, waives, and forever discharges the Releasee from any and all actions, causes of action, claims, and demands for damages, loss, or injury, howsoever arising, sustained by the Releasor…
A Release and Indemnity clause can be found in several types of contracts, including:
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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 "Release of all claims" clause is a provision in a contract where one party agrees to relinquish any potential legal claims against the other party, often in exchange for compensation or other considerations. This clause is typically used to prevent future litigation over disputes related to the contract or its subject matter.
A release of liability clause is a contractual provision where one party agrees to waive their right to hold the other party legally responsible for any potential claims or damages. This clause is often used to protect businesses or individuals from future lawsuits or legal claims related to the agreed-upon activities or services.
The "Release of Obligations" clause frees one or both parties from certain duties or liabilities defined in the contract once specific conditions are met or after a certain event occurs. This clause ensures that obligations are concluded, allowing the parties to move forward without further responsibilities under those specific terms.
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