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Full And Final Agreement
"I need a Full and Final Agreement under Dutch law to settle an intellectual property dispute between my technology company and a former employee, including provisions for the return of company property and ongoing confidentiality obligations."
1. Parties: Identification and details of all parties to the agreement, including their legal capacity
2. Background: Context of the dispute or circumstances leading to the settlement agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Settlement Sum: Details of the settlement amount, payment terms, and payment method
5. Payment Terms: Specific conditions and timing of payments, including any installment arrangements
6. Release and Waiver: Comprehensive release of claims and waiver of rights by all parties
7. Full and Final Settlement: Express confirmation that this represents a full and final settlement of all claims
8. Tax Implications: Statement regarding tax treatment of the settlement sum and responsibilities
9. Confidentiality: Obligations regarding confidentiality of the settlement terms
10. Non-Admission: Statement that the settlement does not constitute admission of liability
11. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
12. Entire Agreement: Confirmation that this document represents the entire agreement between parties
13. Execution: Signature blocks and execution requirements
1. Non-Disparagement: Mutual obligations not to make negative statements about other parties, typically used in employment or commercial disputes
2. Return of Property: Obligations regarding return of property or documents, relevant in employment or commercial relationships
3. Future Cooperation: Provisions for future cooperation between parties, such as references or transition assistance
4. Binding Effect: Extension of agreement terms to heirs, successors, and assigns, important for long-term settlements
5. Severability: Provision ensuring remaining clauses stay valid if some are found unenforceable
6. Announcements: Agreement on any public statements about the settlement, typically in high-profile cases
7. Continuing Obligations: Specification of any obligations that continue after settlement, such as intellectual property rights
8. Third Party Rights: Exclusion or inclusion of third party rights under the settlement
1. Schedule 1 - Payment Details: Detailed breakdown of settlement payments, including bank details and payment schedule
2. Schedule 2 - Claims List: Comprehensive list of all claims being settled under the agreement
3. Schedule 3 - Released Parties: List of all parties benefiting from the release provisions
4. Schedule 4 - Existing Agreements: List of any existing agreements affected by or incorporated into the settlement
5. Appendix A - Form of Release: Standard form of release to be signed by relevant parties
6. Appendix B - Tax Schedule: Detailed breakdown of tax treatment and allocations
Authors
Effective Date
Settlement Date
Settlement Sum
Parties
Related Parties
Claims
Dispute
Confidential Information
Business Day
Released Claims
Released Parties
Settlement Payment
Claim Period
Encumbrance
Losses
Material Adverse Effect
Proceedings
Representatives
Settled Matters
Surviving Provisions
Tax
Working Hours
Completion
Costs
Group
Liability
Outstanding Claims
Payment Date
Release
Waiver
Warranties
Breach
Dispute Resolution Procedure
Force Majeure
Governing Law
Intellectual Property Rights
Third Party Rights
Termination Date
Underlying Agreement
Affiliates
Definitions
Interpretation
Settlement Terms
Payment Obligations
Release and Waiver
Full and Final Settlement
Tax Provisions
Confidentiality
Non-Admission of Liability
Warranties and Representations
Further Assurance
Non-Disparagement
Return of Property
Announcements
Data Protection
Costs
Assignment
Severability
Entire Agreement
Amendments
Notices
Third Party Rights
Force Majeure
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Binding Effect
Execution
Financial Services
Insurance
Manufacturing
Professional Services
Technology
Healthcare
Real Estate
Construction
Retail
Energy
Transportation
Education
Telecommunications
Legal
Human Resources
Finance
Compliance
Risk Management
Operations
Commercial
Corporate Affairs
Executive Leadership
Dispute Resolution
Chief Executive Officer
Chief Legal Officer
General Counsel
Legal Director
Head of Legal
Corporate Lawyer
Legal Counsel
HR Director
Chief Financial Officer
Risk Manager
Compliance Officer
Settlement Officer
Claims Manager
Commercial Director
Business Unit Director
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