General Release and Non-Disparagement Agreement
This General Release and Non-Disparagement Agreement (the “Agreement”), dated as of April 4, 2019, is made and entered into by and among Jason Mangone, residing at
and BENEBONE LLC (the “Company”).
For good and valuable consideration, receipt of which is hereby acknowledged, in order to resolve and settle finally, fully and completely all matters and disputes that now or may exist between them, as set forth below, Jason Mangone and the Company agree as follows:
1. Parties and Status. The parties to this Agreement are Jason Mangone, their respective heirs, representatives, successors and assigns (collectively, the “Releasors”), and the Company, and any of its parents, predecessors, successors, subsidiaries, affiliates or related companies, owners, officers, directors, partners, employees, agents and/or representatives.
2. No Further Payments. Releasors acknowledge and agree, except for the payments described hereunder, Releasors have no rights to any other payments and other compensation or remuneration of any kind due or owed from the Company, or to which Releasors were or may become entitled or eligible.
3. Payments. In consideration of this Agreement and the release herein, and Releasors’ compliance with the obligations hereunder, the Company will provide Releasors an amount equal to $12 USD within 15 days following the Effective Date (as defined below).
4. Release of Claims. For and in consideration of the right to receive the consideration described in Section 3, Releasors fully and irrevocably release and discharge the Company, including all of its affiliates, parent companies, subsidiary companies, employees, owners, directors, officers, principals, agents, insurers, and attorneys (collectively, the “Released Parties”), from any and all claims arising or existing on, or at any time prior to, the date this Agreement is signed by Releasors. Such released claims include, without limitation, claims relating to or arising out of: (i) the use of the Company’s product(s) by the Releasors’ canine pet, identified in an email to the company on April 4, 2019, and treatment administered by the Releasors’ veterinary professional, and (ii) all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, under the laws of any jurisdiction, that the Releasors or their predecessors, heirs, parents, subsidiaries, affiliates, and past, present and future officers, directors, agents, consultants, employees, representatives, attorneys, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against any Released Party, as set forth above, jointly or severally, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the date of this Agreement.
5. Review and Consultation. Releasors acknowledge that: (a) this Agreement is written in terms and sets forth conditions in a manner which Releasors understand; (b) Releasors have carefully read and understand all of the terms and conditions of this Agreement; (c) Releasors agree with the terms and conditions of this Agreement; (d) Releasors enter into this Agreement knowingly and voluntarily; and (e) Releasors do not waive rights or claims that may arise after the date this Agreement is executed. This Agreement shall be deemed to have become enforceable on the date it is executed by both parties (the “Effective Date”).
6. Non-Disparagement. Releasors agree that the Company’s goodwill and reputation are assets of great value to the Company and its affiliates which were obtained through great costs, time and effort. Therefore, Releasors agree that Releasors shall not in any way, directly or indirectly, disparage, libel or defame any of the Released Parties, their beneficial owners or its affiliates, their respective business or business practices, products or services, or employees, including, without limitation, on any social media platforms, websites, apps or other electronic media.
7. Confidentiality of Agreement. Releasors agree that Releasors will keep both the fact of this Agreement and the terms of this Agreement confidential, and will not disclose the fact of this Agreement or the terms of this Agreement to anyone other than Releasors’ respective spouses/registered domestic partners, attorneys or accountant/tax advisors, unless otherwise required to under applicable law or regulation after providing reasonable notice in writing to the Company and a reasonable opportunity to challenge any such disclosure. In the event that Releasors fail to keep the fact of this Agreement or its terms confidential as required herein, Releasors’ rights to any consideration hereunder shall immediately become null and void, and Releasors’ shall reimburse the Company for the full amount received hereunder within ten days of receipt of written notice by the Company. This shall not preclude the Company from further seeking any and all additional rights and remedies against Releasors in law or equity.
8. Governing Law/Venue/Waiver of Jury Trial. The parties agree that the Agreement shall be governed by and construed under the laws of the State of New York. In the event of any dispute regarding this Agreement or the matters described in Section 4 hereof, the parties hereby irrevocably agree to submit to the federal and state courts situated in New York, New York, and Releasors agrees that they shall not challenge personal or subject matter jurisdiction in such courts. EACH OF THE RELEASORS AND THE COMPANY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR THE MATTERS DESCRIBED HEREIN AND FOR ANY COUNTERCLAIM.
9. Voluntary. This Agreement is executed voluntarily and without any duress or undue influence on the part or behalf of the parties hereto. The parties acknowledge that they have had ample opportunity to have this Agreement reviewed by the counsel of their choice.
10. Acknowledgment. Releasors acknowledge and agree that the payments and other consideration provided herein are consideration to which Releasors are not otherwise entitled except pursuant to the terms of this Agreement, and are being provided in exchange for Releasors’ compliance with the obligations set forth hereunder.
11. No Admission of Liability. This Agreement shall not in any way be construed as an admission by any Released Party of any acts of wrongdoing or violation of any statute, law or legal right.
12. Sole Agreement and Severability. Except as set forth herein, this Agreement is the sole, entire and complete agreement of the parties relating in any way to the subject matter hereof. No statements, promises or representations have been made by any party to any other party, or relied upon, and no consideration has been offered, promised, expected or held out other than as expressly set forth herein, provided only that the release of claims in any prior agreement or release shall remain in full force and effect. The covenants contained in this Agreement are intended by the parties hereto as separate and divisible provisions, and in the event that any or all of the covenants expressed herein shall be determined by a court of competent jurisdiction to be invalid or unenforceable, the remaining parts, terms or provisions of this Agreement shall not be affected and such provisions shall remain in full force and effect.
PLEASE READ CAREFULLY. THIS GENERAL RELEASE AND NON-DISPARAGEMENT AGREEMENT INCLUDES A RELEASE OF ANY AND ALL CLAIMS, KNOWN OR UNKNOWN, AGAINST THE RELEASED PARTIES.