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1. Parties: Identifies and defines all parties to the agreement, including the releasing and released parties
2. Background: Sets out the context of the dispute or circumstances leading to the agreement, including reference to any relevant prior agreements or disputes
3. Definitions: Defines key terms used throughout the agreement, including 'Claims', 'Released Matters', and any other relevant terminology
4. Consideration: Details the payment or other consideration being provided in exchange for the release
5. Release: Contains the core release provisions, including the scope of claims being released and any carve-outs
6. Acknowledgments: Contains acknowledgments by the releasing party regarding understanding of rights, receipt of legal advice, and the binding nature of the release
7. Warranties: Sets out warranties given by the releasing party, including authority to release and no assignment of claims
8. Further Assurance: Obligation to execute further documents or take additional steps if necessary to give effect to the release
9. Governing Law and Jurisdiction: Specifies Hong Kong law as governing law and Hong Kong courts' jurisdiction
10. Execution: Formal execution block for signing by all parties
1. Confidentiality: Required when parties wish to keep the existence, terms or subject matter of the agreement confidential
2. Non-Disparagement: Include when parties wish to prevent negative statements about each other after the release
3. Ongoing Obligations: Needed when certain obligations from prior agreements should survive the release
4. Tax Implications: Include when the consideration has tax implications that need to be addressed
5. Return of Property: Required when there is physical or intellectual property to be returned as part of the settlement
6. Severability: Optional boilerplate clause for complex agreements where certain provisions might be challenged
7. Entire Agreement: Include when there are multiple prior agreements or discussions that need to be superseded
1. Schedule 1 - Released Claims: Detailed list or description of all claims being released
2. Schedule 2 - Payment Terms: Details of any payment amounts, timing, and method of payment if consideration is monetary
3. Schedule 3 - Related Entities: List of related entities or persons covered by the release if extending beyond the named parties
4. Appendix A - Related Agreements: Copies or references to any relevant prior agreements or documents being referenced
Affiliates
Business Day
Claims
Confidential Information
Consideration
Effective Date
Encumbrance
Group
Hong Kong
Liability
Losses
Parent Company
Parties
Released Claims
Released Matters
Released Parties
Releasing Parties
Related Persons
Settlement Amount
Settlement Date
Subsidiaries
Transaction Documents
Working Hours
Representatives
Dispute
Claim Period
Surviving Provisions
Material Adverse Effect
Completion
Definitions
Receipt of Consideration
Release
Indemnification
Confidentiality
Non-Disparagement
Further Assurance
Assignment
Severability
Entire Agreement
Governing Law
Jurisdiction
Notices
Counterparts
Amendment
Third Party Rights
Waiver
Representations and Warranties
No Admission of Liability
Return of Property
Tax Matters
Costs
Force Majeure
Compliance with Laws
Authority to Execute
Acknowledgments
Time of Essence
Financial Services
Insurance
Banking
Real Estate
Construction
Manufacturing
Professional Services
Retail
Technology
Healthcare
Education
Transportation
Energy
Telecommunications
Mining and Resources
Legal
Compliance
Human Resources
Finance
Risk Management
Corporate Secretariat
Executive Management
Board of Directors
Insurance
Operations
Legal Counsel
Company Secretary
Chief Legal Officer
Risk Manager
Compliance Officer
Human Resources Director
Chief Financial Officer
Claims Manager
Settlement Officer
Contracts Manager
General Manager
Chief Executive Officer
Board Director
Corporate Counsel
Litigation Manager
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