The Company agrees that if any of the Company Released Parties violates this Mutual Release by suing any of the Executive Released Parties in contravention of the release by the Company Released Parties set forth herein, then the Company will pay the cost and expenses of defending against the suit incurred by any Executive Released Parties, including reasonable attorneys’ fees.
Full Answer
What is a settlement agreement breach of contract?
Settlement agreement breach of contract is a term used when one of the parties entering into a settlement agreement violates the terms of that agreement. A settlement agreement is a contract that binds two parties together to perform obligations or refrain from actions or activities as part of a settlement of one of the party's claims.
What is the effect of a breach of confidentiality clause?
Confidentiality clauses in settlement agreements: what is the effect of a breach? Settlement agreements usually include a confidentiality clause requiring an employee to keep the existence and terms of a settlement confidential. Employers often regard this clause as vital to prevent the settlement becoming common knowledge.
What is a settlement agreement and mutual release?
Settlement Agreement and Mutual Release. In partial consideration of the licenses granted herein and in consideration of the mutual promises set forth in this Agreement, the parties agree to enter into the Settlement Agreement and General Release attached hereto as Schedule D. Settlement Agreement and Mutual Release.
What do the parties agree to in a settlement agreement?
In consideration of the mutual execution of this Agreement and the releases and promises made in the Agreement by the Parties, the Parties agree as follows: 1. In exchange for complete resolution of this matter, Defendant shall pay to Plaintiff [Settlement amount in numbers and spelled out].
What happens if GFI and Company do not enter into settlement agreement?
In the event that the Company and GFI do not enter into the Settlement Agreement and Mutual Release by the Closing Date, the Parent shall and shall cause the Surviving Corporation to , cooperate with GFI to enter into the Settlement Agreement and Mutual Release. Any recoveries ( inclusive of any reduction in the amount of the Company 's obligations) ...
What is an employee agreement?
Employee was employed by the Company and entered into an Employee Agreement with the Company regarding, among other things, protection of proprietary and confidential information (the "Employee Agreement"). The Company and Employee have mutually agreed to terminate the employment relationship and to release each other from any claims arising ...
What happens when you breach confidentiality in a settlement?
When this happens, it can be difficult to quantify the financial loss (if any), potentially leaving an innocent ex-employer without a remedy in damages.
Why is the settlement clause important?
Employers often regard this clause as vital to prevent the settlement becoming common knowledge. This, they hope, should prevent reputational damage and discourage other employees from making claims (with or without merit) in the hope of receiving a financial settlement.
What is a condition of a contract?
a condition of the contract, a breach of which would entitle the innocent party (Duchy) to bring the contract to an end; or
Was confidentiality a condition of the contract?
The High Court decided the confidentiality clause was not a condition of the contract; it was not expressly stated to be so nor was confidentiality the main driver for Duchy in entering into the Agreement.
Was the Duchy breach repudiatory?
On the basis that the breach was never likely to, and did not, cause any commercial embarrassment or other commercial problems for Duchy and the risk of copy-cat claims was remote, this did not amount to a repudiatory breach. If there had been any financial loss, an award of damages would have sufficed.
What is 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 this Agreements.
What is the sole consideration for mutual release?
5.The Parties agree that the consideration set out in the Settlement Agreement, the receipt and sufficiency of which is acknowledged , is the sole consideration for this Mutual Release. The Parties have agreed further that they have voluntarily accepted the consideration to make full and final compromise, adjustment and settlement of all claims in respect of the Released Matters.
What is mutual release in OncoGenex?
8. Mutual Release .Upon OncoGenex’s payment to Ionis of the Upfront Cash Payment, Ionis and OncoGenex release and forever discharge each other and each of the other’s parents, subsidiaries, employees, insurers, attorneys, and predecessors from any and all claims, causes of action, damages, and controversies that either of the Parties has asserted or could have asserted to date arising out of or related to (i) the Lawsuit and the claims asserted therein, (ii) any Revenue, Non-Royalty Revenue and other revenue received by OncoGenex from Teva to date, and (iii) the Amended and Restated License Agreement.This Mutual Release provision does not and is not intended to release or discharge any claim arising out of or related to a breach of this Letter Agreement.For purposes of this Mutual Release, OncoGenex represents and warrants that it has received no Revenue, Non-Royalty Revenue or revenue (other than the recognition of deferred collaboration revenue in the normal course of business) since May 12, 2016.
How long does it take to revoke a mutual release?
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.
Does mutual release waive age discrimination?
6. Executive agrees that this Mutual Release does not waive or release any rights or claims that he may have under the Age Discrimination in Employment Act of 1967 which arise after the date on which he executes this Mutual Release. Executive acknowledges and agrees that his 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).
What is a release agreement?
A settlement agreement, also called a release, is a binding contract that settles a lawsuit or potential lawsuit between two or more parties and stipulates that no lawsuit can be filed in the future. The courts encourage parties to resolve their dispute through a settlement agreement rather than through the courts. The two main types of settlement agreements are 1) mutual settlement agreement and 2) unilateral settlement agreement.
When parties enter into a settlement agreement, they are not admitting liability, especially in a unilateral settlement agreement?
When parties enter into a settlement agreement, they are not admitting liability, especially in a unilateral settlement agreement. The settlement agreement simply ends the dispute regardless of liability. A settlement agreement should always be in writing and signed by all parties involved.
What is the first type of settlement agreement?
The first type of settlement agreement is a mutual settlement agreement , or a mutual release. In a mutual settlement agreement , each party releases the other from the lawsuit or potential lawsuit. A mutual settlement agreement is the most common type of settlement agreement because it protects all parties from possible litigation in the future.
What is a breach of contract in a settlement agreement?
Settlement agreement breach of contract is a term used when one of the parties entering into a settlement agreement violates the terms of that agreement. A settlement agreement is a contract that binds two parties together to perform obligations or refrain from actions or activities as part of a settlement of one of the party's claims.
How to enforce a settlement agreement?
To make sure that the settlement agreement is legally enforceable, there are a number of legal requirements. The employee must have received legal advice on what the terms and effect of the settlement agreement are. This legal counsel must be independent and not employed by the company. This is to ensure that the employee understands everything they are agreeing to before they decide to waive their rights. The employee can receive legal advice from: 1 A qualified lawyer. 2 A certified and authorized official or employee of a trade union. 3 A certified worker at an employee advice center.
What Are the Requirements for Entering Into a Settlement Agreement?
To make sure that the settlement agreement is legally enforceable, there are a number of legal requirements . The employee must have received legal advice on what the terms and effect of the settlement agreement are. This legal counsel must be independent and not employed by the company. This is to ensure that the employee understands everything they are agreeing to before they decide to waive their rights. The employee can receive legal advice from:
Why do you have to sign a settlement agreement?
It is necessary for the employee to sign a settlement agreement in order to waive their statutory rights, otherwise, any document they sign concerning this waiver would be considered unenforceable in court.
What is a breach of contract?
A breach of contract can occur when one of the parties bound by the contract violates one or more of their obligations or requirements that had been laid out in the contract. When a breach of contract occurs, there is often some harm that is created for the non-breaching party by the failure to perform the actions or obligations.
What are some examples of claims an employee could file?
An example of a claim an employee could file is an employee who is terminated due to redundancy at their level in the company. The employee may have a case to dispute how the selection process was made, so instead of risking taking the case to court, the employer agrees to a settlement to avoid the costs and time associated with a potential lawsuit.
Can a settlement agreement be breached?
While settlement agreements can be considered a typical part of the business for many companies, there are occurrences where one party does not abide by the terms of the settlement agreement which results in a breach. In the event that there is a breach of a settlement agreement the offended party can: