Settlement agreement- raw paragraph options

An essential function of the mediation process is that the participants must come to their own arrangement without interference or guidance or advice from the mediator.

If you are represented at the mediation meeting by a barrister or solicitor then that person will draw the terms of the settlement agreement in conjunction with the
if the participants are represented at the mediation meeting by a barrister or solicitor then they will draw the terms of the settlement agreement for their respective clients.

Whether participants are not represented, they might well have difficulty in finding the appropriate words can help them to provide a binding agreement which actually satisfies the terms agreed.

The Mediator in this case provides a number of standard paragraphs which you could include in your settlement agreement, provided that both participants agree.

These paragraphs are mere suggestions. If you have any question about meaning or application, please raise it at the time of the mediation meeting.


Settlement Agreement

between

Name:

And

Name

Contents

  1. Definitions and interpretation
  2. Effect of this agreement
  3. Settlement terms
  4. Payment
  5. Stay or dismissal of action
  6. Release
  7. Costs
  8. Warranties and authority
  9. No admission
  10. Confidentiality
  11. Miscellaneous matters




This agreement is dated:

It is made between:

Name:

of

Address:

(“Party A”)

And

Name:

of

Address:

(Party “B”)


Background

A    A dispute (the “Dispute”) has arisen between the parties relating to

OR

A    Court proceedings reference were commenced on in the Court (the “Proceedings”) by Party A against Party B.

B    Following mediation, the parties have agreed terms for the full and final settlement of the Dispute. They wish to record those terms on a binding basis, in this agreement.

It is agreed as follows:

1. Definitions and interpretation

In this agreement, unless the context otherwise requires, the following words and expressions have the following meanings:

“Related Parties”    means all and any of a party’s parent, subsidiary, assignee, trustee, representative, principal, agent, officer or director.

1.1.    If any party to this agreement comprises more than one person, all obligations of that party shall be construed as joint and several.

1.2.    A reference to a person includes a human individual, a corporate entity and any organisation which is managed or controlled as a unit.

1.3.    In connection with any benefit given by this agreement, a reference to a party includes reference to its parent company, affiliates and subsidiaries.

1.4.    A reference to a person includes reference to that person's successors, legal representatives, permitted assigns and any person to whom rights and obligations are transferred or pass as a result of a merger, division, reconstruction or other re-organisation involving that person.

2. Effect of this agreement

2.1.    This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

2.2.    Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or misstatement based on any statement in this agreement

3. The parties must continue to cooperate

3.1.    Subject only to the conditions specified below, (if any) the parties agree that this agreement shall immediately be fully and effectively binding.

[Condition - delete or strike out if none]

3.2.    The parties shall cooperate in every way reasonably possible to give effect to this agreement.

3.3.    The parties agree to execute whatever modification of any existing contract between the parties, invoices, and any and all other additional documents as may be reasonably necessary to carry out the terms, conditions and obligations of this agreement.

4. Principal terms agreed through mediation

4.1.    Party B shall pay to Party A the total sum of £ divided into instalments payable by way of bank transfer to:


        Bank plc

        Account name:   

        Sort number:       

        Account number:  

4.2.    The total sum of £                  shall be paid within           days of the date of this agreement.

OR

4.2.1    the amount of £                     to be paid on or before

4.2.2    the amount of £                     to be paid on or before

4.2.3    the amount of £                     to be paid on or before

4.3.    Interest shall accrue and be payable by Party B on any part of the money  not paid as provided above, at the rate of      percent per year above the Bank of England base rate from time to time.

4.4.    The parties agree to take all necessary steps immediately to give effect to the matters set out on the attached page marked “A”.

OR

4.5.    The parties agree to take all necessary steps to obtain an order of the Court, by consent, to give effect to the matters set out on the attached page marked “B

5. Release

This agreement is in full and final settlement of all actions, claims, rights, demands and set-offs whatever, that it, or any Related Party may have against the other party or any of its Related Parties arising out of or connected with:

5.1.    the Dispute;

5.2.    the underlying facts relating to the Dispute;

5.3.    the Proceedings.

5.4.    Each party agrees not to start nor prosecute or cause to be started nor prosecuted any proceeding against the other of them which relates in any way whatever to the dispute settled by this agreement.

5.5.    The restrictions set out in this paragraph shall not apply to any claims in respect of any breach of this agreement.

6. Costs

The parties shall each bear their own legal costs in relation to the Dispute, the mediation and this agreement.

7. Warranties and authority

7.1.    Each party warrants and represents to the other with respect to itself that it has the full right, power and authority to execute, deliver and perform this agreement.

7.2.    Each party warrants that it has not sold, transferred, assigned or otherwise disposed of its interest in the subject matter of the Dispute.

8. No admission

This agreement is entered into in connection with the compromise of the Dispute and in the light of other considerations. It is not, and shall not be represented or construed by either party as an admission of liability or wrongdoing on the part of either party to this agreement or any other person or entity.

9. Confidentiality

The terms of this agreement, and the substance of all negotiations in connection with it, are confidential to the parties and their advisers, who shall not disclose them to, or otherwise communicate them to, any third party without written consent of the other party other than:

9.1.    to the parties' respective auditors, insurers and lawyers on terms which preserve confidentiality; or

9.2.    pursuant to an order of a court or of any competent authority or body where they are under a legal or regulatory obligation to make such a disclosure; or

9.3.    as far as necessary to implement and enforce any of the terms of this agreement; or

9.4.    to issue statement in the terms agreed by both parties.

The parties are entitled to confirm the fact of, but not the terms of, settlement of the Dispute.

10. Miscellaneous matters

10.1.    Each party agrees that a template for this agreement consisting in no more than a series of paragraphs commonly found in legal documents was offered to him by the Mediator, with sufficient notice to enable him to read, understand and take legal advice on the effect of each paragraph, with a view to the parties agreeing to use only such paragraphs as they might decide are appropriate to the settlement of their dispute.

10.2.    No amendment or variation to this agreement is valid unless in writing, signed by each party or its authorised representative.

10.3.    So far as any time, date or period is mentioned in this agreement, time shall be of the essence.

10.4.    Each of the parties agrees that it has participated in the drafting and negotiation of this agreement. Accordingly the parties acknowledge and agree that this agreement has been jointly drawn by them and accordingly it shall not be construed strictly against either party.

10.5.    If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.

10.6.    No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.

10.7.    Unless otherwise stated, this agreement does not give any right to any third party under the Contracts (Rights of Third Participants) Act 1999 or otherwise, except that any provision in this agreement which excludes or restricts the liability of a party shall also operate to restrict the liability of any employee, subcontractor or agent of that party. This provision may be enforced under that Act.

10.8.    This agreement may be executed in multiple counterparts each of which shall be considered an original and all or any one of which constitute one and the same instrument.

10.9.    The validity, construction and performance of this agreement shall be governed by the laws of England.

Signed by                                   on behalf of                                                   as its representative who personally accepts liability for the proper authorisation by                                   to enter into this agreement.


Signed by


Signed by                                        on behalf of                                               as its representative who personally accepts liability for the proper authorisation by                                    to enter into this agreement.

           
Signed by



This is the page marked “B”, part of the agreement dated

And made between

 

And

 



The terms are: