BRAXTON INDEPENDENT ASSOCIATES GENERAL RELEASE
This General Release (“Agreement”) is made and entered into this ________ of ______, 20__, as follows:
1. The Parties.
The Parties to this Agreement are Braxton Independent Associates, Inc. d/b/a Braxton Independent Associates (BIA) (“Franchisor”) and _________________ (“Franchisee”).
The Parties entered into a Franchise Agreement on or around _____________, which granted Franchisee the right to operate a Criterium Engineers franchise in certain parts of (insert Territory Description) (hereinafter the “Franchise Agreement”).
By means of this Agreement, Franchisee, intends to fully and unconditionally release and discharge any and all claims it/he/she may have against Franchisor, as set forth in Sections 4 & 5 below, in connection with the Franchise Agreement, including any claims asserted, or which could have been asserted prior to the execution of this Agreement, and any other claims, known and unknown.
In consideration of making this Agreement, and for other good and valuable consideration, the adequacy of which the Parties expressly acknowledge, the Parties agree as follows:
a. Franchisor shall grant Franchisee’s request to terminate/renew/transfer (Select One), the Franchise Agreement;
b. Franchisee shall pay in full any and all outstanding amount owed pursuant to the terms of the Franchise Agreement;
c. Franchisee shall be in full compliance with all applicable terms of the Franchise Agreement and any related Operations Manuals; and
d. Franchisee shall execute a General Release of any and all claims it may have against Franchisor.
The Parties further agree that Franchisor’s consent to the abovementioned termination/renewal/transfer (Select One) of the Franchise Agreement is itself full and adequate consideration for the release set forth in Sections 4 & 5 of this Agreement.
Franchisee, on behalf of itself/himself/herself, its/his/her corporate officers, directors, shareholders, heirs, personal representatives, successors, assigns,
representatives, creditors, agents, lawyers and insurers, do hereby fully and expressly release, acquit, remise, and forever discharge Criterium Engineers, and each of its respective heirs, personal representatives, successors, assigns, representatives, agents, lawyers, insurers, officers, directors, shareholders, subsidiaries, affiliates, and employees, of and from any and all claims, demands, actions, liabilities, losses, proceedings, and rights of action of any kind arising out of or related in any way to the Franchise Agreement, Franchisee’s purchase and/or operation of the Braxton Independent Associates’ franchise
pursuant to the Franchise Agreement, known or unknown and/or the manner of settlement of any claims relating thereto, which may have occurred prior to the date of this Agreement.
Franchisee, agrees and understands that its/his/her individual and/or collective post terminations duties, responsibilities and obligations called for under the Franchise Agreement shall survive the execution of this Agreement, including, without limitation, any and all duties to defend and indemnify Franchisor in any lawsuits brought by former customers of Franchisee, related to work performed during the operation of the franchised business.
5. Releases Include Unknown Claims.
Franchisee understands and agrees that the released claims are intended to and do include any and all claims of every nature and kind whatsoever, known, unknown, suspected or unsuspected which he has or may have against Franchisor, as described in Section 4 of this Agreement.
Franchisee further acknowledges that it/he/she, individually and/or collectively, may hereafter discover facts different from or in addition to those which they now know or believe to be true with respect to the released claims and agree that, in such event, this Agreement shall nevertheless be and remain in effect in all respects, notwithstanding such different or additional facts, or the discovery thereof.
6. Warranty of Capacity to Execute Agreement.
The Parties represent and warrant that no other person or entity has or had any interest in the claims, demands, obligations, or causes of action related to or referred to in this Agreement, except as otherwise set forth herein, and that they have the sole right and exclusive authority to cause this Agreement to be executed, and to receive sums specified herein, and that they have not sold, assigned, transferred, conveyed or otherwise disposed of any of the claims, demands, obligations or causes of action referred to in this Agreement.
7. No Admission of Liability.
This Agreement constitutes the release of existing or potential disputed claims and does not constitute an admission of liability on the part of any party as to any matters whatsoever. It is understood and agreed that this settlement is the compromise of doubtful and disputed, existing and/or potential, claims.
No provisions of this Agreement may be changed, altered, modified, or waived except in writing signed by all of the Parties.
9. Entire Agreement.
The Parties each further acknowledge that no representation, promise or inducement has been made other than as set forth in this Agreement, and that none of them enters into this Agreement in reliance upon any other representation, promise or inducement not set forth herein. The Parties further acknowledge and represent that they assume the risk for any mistake or facts now known or unknown.
The Parties acknowledge and represent that they have read this Agreement in full and understand and voluntarily consent and agree to each and every provision contained herein.
The Parties covenant that they shall not disclose to any person or entity the terms or conditions of this Agreement, which are hereby expressly agreed to be confidential.
The Parties further covenant to refrain from discussing, disclosing, or otherwise revealing to any person or entity, the terms or conditions of this Agreement, except to the extent that any such disclosure is required by law or valid court order, and except to the extent necessary to enforce their respective rights under this Agreement.
12. Attorneys’ Fees and Costs.
The Parties shall bear their respective costs and attorney fees incurred in preparing and/or executing this Agreement; provided, however, that in the event of a breach of this Agreement, the non-breaching party shall be entitled to recover from the breaching party the reasonable costs and attorney fees expended in order to enforce the terms of this Agreement.
13. Controlling Law; Venue.
The Parties agree that Maine law shall govern the validity and interpretation of this Agreement. The Parties stipulate that jurisdiction and/or venue shall lie exclusively in the State of Massachusetts, Boston County Superior Court, for any action involving the validity, interpretation, or enforcement of this Agreement, or for any claim for breach of this Agreement, for damages, or for any other relief brought under this Agreement.
14. Multiple Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.
SEEN AND AGREED
BRAXTON INDEPENDENT ASSOCIATES