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1. Parties: Identifies and defines all parties to the agreement, including full legal names and addresses
2. Background: Sets out the context of the dispute or claims being released and the parties' desire to settle all matters
3. Definitions: Defines key terms used throughout the agreement, including 'Claims', 'Released Parties', and 'Indemnified Matters'
4. Consideration: Specifies the consideration being provided in exchange for the release and indemnity
5. Release: Contains the comprehensive release language covering all claims, known and unknown
6. Indemnity: Details the indemnification obligations, including scope and procedure
7. Representations and Warranties: Contains statements of fact and promises made by the releasing party
8. Non-Admission of Liability: States that the agreement does not constitute an admission of liability by any party
9. Confidentiality: Sets out obligations regarding confidentiality of the agreement and its terms
10. Governing Law and Jurisdiction: Specifies Hong Kong law as governing law and Hong Kong courts' jurisdiction
11. General Provisions: Standard boilerplate clauses including entire agreement, severability, and counterparts
1. Non-Disparagement: Include when parties wish to prevent negative statements about each other post-settlement
2. Return of Property: Include when there is physical or intellectual property to be returned between parties
3. Cooperation: Include when ongoing cooperation between parties is needed for implementation
4. Tax Implications: Include when settlement involves significant monetary consideration requiring tax clarification
5. Future Claims Carve-Out: Include when certain future claims should be specifically excluded from the release
6. Insurance Matters: Include when insurance policies or claims are relevant to the settlement
1. Schedule 1 - Details of Claims: Comprehensive list of all known claims being released
2. Schedule 2 - Settlement Payment Details: Payment amounts, timing, and method of payment if applicable
3. Schedule 3 - Related Proceedings: List of any legal proceedings to be discontinued
4. Schedule 4 - Released Parties: Detailed list of all parties benefiting from the release if extending beyond primary parties
5. Appendix A - Form of Notice of Discontinuance: Template for discontinuing any existing legal proceedings
6. Appendix B - Required Announcements: Templates for any agreed public statements about the settlement
Affiliate
Business Day
Claims
Confidential Information
Dispute
Effective Date
Encumbrance
Group
Hong Kong
Indemnified Matters
Indemnified Parties
Losses
Material Adverse Effect
Parties
Related Persons
Release
Released Claims
Released Matters
Released Parties
Releasing Party
Representative
Settlement Amount
Settlement Date
Subsidiary
Third Party
Third Party Claims
Definitions
Release
Indemnification
Consideration
Non-Admission of Liability
Confidentiality
Representations and Warranties
Further Assurance
Non-Disparagement
Assignment
Severability
Entire Agreement
Amendment
Waiver
Costs
Notices
Counterparts
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Termination
Survival
Time of Essence
Execution
Financial Services
Manufacturing
Real Estate
Construction
Technology
Professional Services
Healthcare
Retail
Insurance
Transportation and Logistics
Energy
Telecommunications
Legal
Compliance
Risk Management
Human Resources
Finance
Executive Leadership
Corporate Governance
Commercial Operations
Insurance
Claims
Chief Legal Officer
General Counsel
Legal Director
Corporate Lawyer
Compliance Officer
Risk Manager
Chief Executive Officer
Chief Financial Officer
Human Resources Director
Commercial Director
Company Secretary
Settlement Officer
Claims Manager
Litigation Manager
Contract Manager
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