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SAMPLE MUTUAL RESCISSION AND RELEASE AGREEMENT

This mutual rescission and release agreement is between , an individuala(n) (the "") and  , an individual a(n) (the "").

The parties entered an agreement dated (the "Agreement"), a copy of which is attached as Exhibit A.

Neither party has completed its duties or performed any material tasks under the Agreement.

The parties have decided mutually to rescind the Agreement as of the rescission date in this agreement.

1. RESCISSION.

The Agreement is hereby unconditionally rescinded ab initio and each party to the Agreement will be restored to the position it was in immediately before the Agreement was executed.

2. MUTUAL RELEASE OF LIABILITY.

Effective as of the rescission date, each party hereby releases and forever discharges the other party from all actions, causes of action, suits, debts, obligations, claims, liabilities, and demands whatsoever that it has or may have under the terms of the Agreement. 

3. CONFIDENTIAL INFORMATION. 

Each party has an ongoing duty to treat the other party's confidential information as confidential, and agrees that it will not disclose such information to any third party or use it for any purpose other than to fulfill an outstanding obligation under the Agreement or this rescission. Each party also agrees that it will use due care and diligence to prevent any unauthorized use or disclosure of such information.

4. NONDISPARAGEMENT.

Each party agrees not to engage in any form of conduct, or make any statements or representations, that disparage or otherwise harm the other party's reputation, goodwill, or commercial interests.

5. COVENANT NOT TO SUE.

Each party hereby covenants to the other party that with respect to any claim or obligation released by this rescission, it will not directly or indirectly encourage, solicit, or voluntarily assist or participate in any way in the filing, reporting, or prosecution by itself or any third party of a suit, arbitration, mediation, or claim (including a third-party or derivative claim) against the other party relating to any such released claim or obligation.

6. GOVERNING LAW.

Unless otherwise specified in the Agreement, this rescission is to be construed according to the laws of the state of .

7. NO ASSIGNMENT.

Each party represents and warrants that it has not assigned, transferred or purported to assign or transfer, voluntarily or involuntarily, or by operation of law, any matters released pursuant to this rescission (or any part of it) or any interest in the Agreement.

8. COUNTERPARTS; ELECTRONIC SIGNATURES.

  • (a) Counterparts. The parties may execute this rescission in any number of counterparts, each of which is an original but all of which constitute one and the same instrument.
  • (b) Electronic Signatures. This rescission, agreements ancillary to this rescission, and related documents entered into in connection with this rescission are signed when a party's signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures.

9. SEVERABILITY.

If any provision contained in this rescission is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this rescission, but this rescission will be construed as if the invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this rescission to be unreasonable.

10. WAIVER.

No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this rescission will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.

11. ENTIRE AGREEMENT.

This rescission, together with the Agreement, constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties' agreement with respect to its subject matter. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this rescission are expressly merged into and superseded by this rescission. The provisions of this rescission may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this rescission by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this rescission. Except as set forth expressly in this rescission, there are no conditions precedent to this rescission's effectiveness.

12. HEADINGS.

The descriptive headings of the sections and subsections of this rescission are for convenience only, and do not affect this rescission's construction or interpretation.

13. EFFECTIVENESS.

This rescission will become effective when all parties have signed it. The date this rescission is signed by the last party to sign it (as indicated by the date associated with that party's signature) will be deemed the date of this rescission.

14. NECESSARY ACTS; FURTHER ASSURANCES.

Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this rescission contemplates or to evidence or carry out the intent and purposes of this rescission.

[SIGNATURE PAGE FOLLOWS]

Each party is signing this rescission on the date stated opposite that party's signature.

Date:______________________________
By:____________________________________________________________
Name:
Title:
Date:______________________________ By:____________________________________________________________
Name:
Title:

[PAGE BREAK HERE]

EXHIBIT A
Attach original agreement

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What's a mutual rescission and release agreement?

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Sample mutual rescission and release agreement

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This mutual rescission and release agreement is between , an individuala(n) (the "") and  , an individual a(n) (the "").

The parties entered an agreement dated (the "Agreement"), a copy of which is attached as Exhibit A.

Neither party has completed its duties or performed any material tasks under the Agreement.

The parties have decided mutually to rescind the Agreement as of the rescission date in this agreement.

1. RESCISSION.

The Agreement is hereby unconditionally rescinded ab initio and each party to the Agreement will be restored to the position it was in immediately before the Agreement was executed.

2. MUTUAL RELEASE OF LIABILITY.

Effective as of the rescission date, each party hereby releases and forever discharges the other party from all actions, causes of action, suits, debts, obligations, claims, liabilities, and demands whatsoever that it has or may have under the terms of the Agreement. 

3. CONFIDENTIAL INFORMATION. 

Each party has an ongoing duty to treat the other party's confidential information as confidential, and agrees that it will not disclose such information to any third party or use it for any purpose other than to fulfill an outstanding obligation under the Agreement or this rescission. Each party also agrees that it will use due care and diligence to prevent any unauthorized use or disclosure of such information.

4. NONDISPARAGEMENT.

Each party agrees not to engage in any form of conduct, or make any statements or representations, that disparage or otherwise harm the other party's reputation, goodwill, or commercial interests.

5. COVENANT NOT TO SUE.

Each party hereby covenants to the other party that with respect to any claim or obligation released by this rescission, it will not directly or indirectly encourage, solicit, or voluntarily assist or participate in any way in the filing, reporting, or prosecution by itself or any third party of a suit, arbitration, mediation, or claim (including a third-party or derivative claim) against the other party relating to any such released claim or obligation.

6. GOVERNING LAW.

Unless otherwise specified in the Agreement, this rescission is to be construed according to the laws of the state of .

7. NO ASSIGNMENT.

Each party represents and warrants that it has not assigned, transferred or purported to assign or transfer, voluntarily or involuntarily, or by operation of law, any matters released pursuant to this rescission (or any part of it) or any interest in the Agreement.

8. COUNTERPARTS; ELECTRONIC SIGNATURES.

  • (a) Counterparts. The parties may execute this rescission in any number of counterparts, each of which is an original but all of which constitute one and the same instrument.
  • (b) Electronic Signatures. This rescission, agreements ancillary to this rescission, and related documents entered into in connection with this rescission are signed when a party's signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures.

9. SEVERABILITY.

If any provision contained in this rescission is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this rescission, but this rescission will be construed as if the invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this rescission to be unreasonable.

10. WAIVER.

No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this rescission will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.

11. ENTIRE AGREEMENT.

This rescission, together with the Agreement, constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties' agreement with respect to its subject matter. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this rescission are expressly merged into and superseded by this rescission. The provisions of this rescission may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this rescission by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this rescission. Except as set forth expressly in this rescission, there are no conditions precedent to this rescission's effectiveness.

12. HEADINGS.

The descriptive headings of the sections and subsections of this rescission are for convenience only, and do not affect this rescission's construction or interpretation.

13. EFFECTIVENESS.

This rescission will become effective when all parties have signed it. The date this rescission is signed by the last party to sign it (as indicated by the date associated with that party's signature) will be deemed the date of this rescission.

14. NECESSARY ACTS; FURTHER ASSURANCES.

Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this rescission contemplates or to evidence or carry out the intent and purposes of this rescission.

[SIGNATURE PAGE FOLLOWS]

Each party is signing this rescission on the date stated opposite that party's signature.

Date:______________________________
By:____________________________________________________________
Name:
Title:
Date:______________________________ By:____________________________________________________________
Name:
Title:

[PAGE BREAK HERE]

EXHIBIT A
Attach original agreement