RAYMOND G. THIEME, JR., Judge, Retired, Specially Assigned.

Appellant Smelkinson SYSCO, Inc. (SYSCO),1 asks us to enforce the stipulated damages provision of a Settlement Agreement and General Release that the company entered into with former employee James E. Harrell, appellee. The parties agreed, inter alia, that, if Harrell breached the agreement, SYSCO’s damages would include the $185,000 the company paid to settle pending and future disputes with Harrell. Challenging the trial court’s ruling that this clause is an unenforceable penalty for Harrell’s breach of that agreement, SYSCO raises two issues for our review, which we rephrase as follows:

I. Did the trial court err in refusing to enforce the stipulated damages provision in the Settlement Agreement?

II. Did the trial court err in refusing to let the jury decide what SYSCO’s actual damages were?

*442 We hold that, although the clause in question is not a liquidated damages provision, it is a reasonable and enforceable stipulated damages remedy. Accordingly, we shall vacate the $1.00 award by the Circuit Court for Howard County and remand for entry of a damage award consistent with the Settlement Agreement.

FACTS AND LEGAL PROCEEDINGS

Harrell, a SYSCO truck driver for IB years, filed race discrimination, labor complaints, and workers’ compensation claims against the company. After consulting with counsel, Harrell and SYSCO settled those claims in a confidential “global” settlement covering all pending and potential claims involving Harrell and SYSCO.2 The parties executed a Settlement Agreement and General Release (the Settlement Agreement) dated July 2, 2001, and submitted it to the Workers’ Compensation Commission for approval. The terms of that agreement became effective upon the Commission’s August 31, 2001 approval of it as an “Agreement of Final Compromise and Settlement.”

Under the Settlement Agreement, Harrell resigned his employment and promised never to seek re-employment with *443SYSCO. In addition, he covenanted that he would not “disparage” SYSCO and that he would “neither voluntarily aid nor voluntarily assist in any way third party claims made or pursued against the Company.” SYSCO, in turn, agreed not to challenge Harrell’s unemployment compensation appeal and to pay Harrell a total of $185,000.3

At issue in this appeal is the parties’ agreement regarding damages. With independent counsel advising him, Harrell agreed to the following stipulated damages provision in Paragraph 7 of the Settlement Agreement:

Mr. Harrell agrees not to disparage the Company and the Company agrees not to disparage Mr. Harrell.... It is expressly understood that this paragraph is a substantial and material provision of the Agreement and a breach of this paragraph will support a cause of action for breach of contract and will entitle the aggrieved parties to recover damages flowing from such breach specifically, including, but not limited to, the recovery of any payments made pursuant to paragraph numbers 1 and 2 above as well as payments made pursuant to the Agreement of Final Compromise and Settlement pending before the Maryland Workers’ Compensation Commission. It is expressly agreed that the non-exclusive damages set forth in this paragraph in the event of a breach are not a penalty but are fair and reasonable in light of the difficulty of proving prejudice to the Company in the event of such a breach. ...

(Emphasis added.)

Shortly after executing the Settlement Agreement and accepting full payment under it, Harrell breached his promises not to disparage SYSCO and not to assist third-party claimants. In a letter dated December 11, 2001, Harrell wrote to Mike Cutchember, a SYSCO shop steward, on behalf of John *444Womack, a SYSCO employee with whom Harrell worked. In its entirety, the letter states:

John Womack called me on 12/14/01, about a problem with [J.B.] a white female supervisor at Sysco. He had said to me weeks before I left Sysco: she tried to get him fired, by blaming him for an accident, that happened two months earlier by someone else. We’ve talked off and on and he often said, that she has been harassing him at work. John Womack is one of the drivers I daily talked with for years while working at Sysco. I would make several drivers know what was going on in my affairs for my protection, and witness. I had also told him about [J.B.] hugging me and I didn’t know if it was a plan they had against me.

[J.B.] hugged me twice while in the warehouse at the docks; after she and [A.A.] came to a stop trying to get something on me. I told [P.M.] a shopsteward about [J.B.] hugging me; he said, that is sexual harassment. And I should file a complaint on her about that, but I didn’t. This was a time when Sysco was doing everything they could to frame me for anything so they could fire me; but [there] was no legal reason, but the charges I filed against them concerning racial discrimination.

A District Sales Manager rode with me on a route one day, and he was harassing the customers about me, and asking them “do I do my work”. He also watched everything I did, how fast I drove, and came into the back room when I was talking to a customer and wrote notes as we talked. One salesperson tried to get a customer to write a bad letter against me to get me fired, but they refused. Three of the employees at that stop told me about this, this is the same place where [J.B.] and [A.A.] came harassing me and the customer for over an hour. If I can be of any more help let me know.

The next day, on December 12, 2002, Womack initiated race discrimination charges against SYSCO at the Maryland Commission on Human Relations. Like Harrell, Womack complained that he was the victim of racial discrimination by J.B., a white female safety supervisor.

*445In support of Womack’s claim, Cutchember gave SYSCO a copy of Harrell’s letter. SYSCO then filed suit against Harrell for breach of contract and specific performance. In its January 31, 2002 complaint, SYSCO alleged that Harrell violated his covenants not to disparage the company and not to aid third parties in their grievances against the company. Following discovery, SYSCO moved for summary judgment, arguing that it was entitled to recover as liquidated damages the $185,000 it paid to settle Harrell’s claims. Harrell filed a cross-motion for summary judgment, arguing that the damage remedy in Paragraph 7 was an unenforceable penalty.

The Circuit Court for Howard County held that there was no dispute that Harrell breached his obligations under Paragraphs 7 and 16 of the Settlement Agreement. “[U]nder any definition of the word ‘disparage!,]’ the letter repeatedly disparaged [SYSCO] in regard to some of the same matters that were at the core of [Harrell’s] prior disputes with [SYSCO].” In addition, the court found, Harrell “was aiding and assisting third-party claims against [SYSCO.]” Harrell was ordered to “specifically perform each and every obligation imposed upon him by the [Settlement Agreement] from this date forward unless and until otherwise released from such obligation(s) by this Court.”

The court nonetheless concluded that SYSCO’s “damages raise other issues.” It held that the stipulated damages applied only to the “disparagement” breach under Paragraph 7, so that actual damages arising from the breach of Paragraph 16 would have to be proven. The court then ordered briefing on the issue of whether the stipulated damage remedy in Paragraph 7 is a valid liquidated damages clause or an unenforceable penalty.

After reviewing the “test for the validity of a liquidated damages clause,” the court resolved that issue in Harrell’s favor. The court “ha[d] no doubt that the parties intended this paragraph to operate as a liquidated damage provision.” Given “the express language of Paragraph 7,” however, it held that $185,000 in liquidated damages “smacks directly of a *446penalty for breaching the agreement.” The court noted the “long history of trouble between [SYSCO] and Mr. Harrell” and that SYSCO “was clearly seeking an end to it fully and finally.” But the court ultimately found it “hard to see how a simple disparagement ... could in any reasonable way be equated to a damage amount of $185,000.” In the court’s view, “[t]he trouble” with that figure is that

there is simply no reasonable connection between the anticipated damage and the amount selected. It is the whole amount of the settlement which seems to be based primarily on the value and weight attributed to the various Workers!’] Compensation cases being settled.

(Emphasis added.)

The court refused to enforce the provision. The parties proceeded to trial on the question of whether SYSCO sustained any actual damages. SYSCO was not permitted to “argue as a basis for [actual] damages the liquidated damage amount” of $185,000, given the court’s determination “that that’s invalid.”

After taking testimony and evidence regarding SYSCO’s damages, the trial court refused to submit the case to the jury. Instead, it granted Harrell’s motion for judgment on the ground that SYSCO failed to present sufficient evidence to support anything but a nominal damage award. Judgment was entered in favor of SYSCO in the amount of $1.00 plus costs. After the court denied its motion to alter or amend the judgment, or for a new trial, SYSCO noted this timely appeal.

DISCUSSION

I.

Stipulated Damages

SYSCO challenges the trial court’s decision not to enforce the parties’ agreement that SYSCO could recover the $185,000 it paid to Harrell if Harrell breached his non-disparagement covenant. We find merit in SYSCO’s challenge, even though, *447for the reasons set forth below, we do not view the clause in question as a liquidated damages agreement.

A.

Liquidated Damages4

The term “liquidated damages” means a “specific sum of money ... expressly stipulated by the parties to a ... contract as the amount of damages to be recovered by either party for a breach of the agreement by the other.” Traylor v. Grafton, 273 Md. 649, 661, 332 A.2d 651 (1975). As a general rule, “a liquidated damage clause is within the substantive law of contracts, and — if not a ‘penalty’ — is an enforceable provision as a sum agreed upon by the parties to be paid in the event of a breach, enforceable as any other provision or valid promise in the contract.” Id.

The principle of freedom of contract dictates that express contract clauses are presumed to be enforceable. Parties are held to the express terms of their contract. The burden of proving that a particular damage stipulation is not enforceable is “on the party seeking to invalidate” it. See Mattvidi Assocs. Ltd. P’ship v. NationsBank of Va., 100 Md.App. 71, 92, 639 A.2d 228, cert. denied, 336 Md. 277, 647 A.2d 1216 (1994). Maryland courts generally consider the *448following three factors as the defining characteristics of an enforceable liquidated damages clause:

(1) clear and unambiguous language providing for “a certain sum”;

(2) stipulated damages that represent reasonable compensation for the damages anticipated from the breach, measured prospectively at the time of the contract rather than in hindsight at the time of the breach; and

(3) a “mandatory binding agreement ] before the fact which may not be altered to correspond to actual damages determined after the fact.”

See Holloway v. Faw, Casson & Co., 319 Md. 324, 354, 572 A.2d 510 (1990); Traylor, 273 Md. at 668, 332 A.2d 651.

Determining whether a particular clause in a contract satisfies these criteria “ordinarily is a question of law for the court.” Traylor, 273 Md. at 667, 332 A.2d 651. Using the same record and deferring to the trial court’s resolution of credibility issues and factual disputes, we reach our own independent conclusion regarding that question of law. See id. at 667-68, 332 A.2d 651; Energy Plus Consulting, LLC v. Illinois Fuel Co., LLC, 371 F.3d 907, 909 (7th Cir.2004).

Based on the language in the Settlement Agreement and the circumstances in which it was executed, the trial court found that Harrell and SYSCO intended to create an enforceable liquidated damages clause. The court concluded, however, that the clause does not satisfy the second requirement that it be reasonable compensation for expected damages. Specifically, the court ruled that Paragraph 7 operates as a penalty because there is “no reasonable connection between the anticipated damage and the amount selected.”

By including an agreed damages provision in the contract, contracting parties reduce the cost of contract breakdown by eliminating the expense of calculating damages and by reducing the likelihood of litigation. Either or both parties to a contract, therefore, commonly enjoy the right to terminate at some cost. “Treating settlement agreements ... as *449any other binding contract ‘is consistent with the public policy dictating that courts should look with favor upon the compromise or settlement of law suits in the interest of efficiency and economical administration of justice and the lessening of friction and acrimony.’ ” Long v. State, 371 Md. 72, 84-85, 807 A.2d 1 (2002) (citation omitted). Thus, as we do when examining the construction of any contract, we begin by examining the language in Paragraph 7 of the Settlement Agreement. See, e.g., Langston v. Langston, 366 Md. 490, 506, 784 A.2d 1086 (2001) (interpretation of settlement agreement “begins with the plain meaning of the contractual terms”).

The trial court, Harrell, and SYSCO premised their debate over the enforcement of Paragraph 7 on the conclusion that this is a liquidated damages provision. As a threshold matter, we point out that this characterization is not dictated by the parties’ use of the label “liquidated damages.” Although courts certainly consider “[t]he nomenclature used by the parties,” we are not bound by it when other language and circumstances support a different conclusion. See Traylor, 273 Md. at 661, 332 A.2d 651. For example, the parties’ description of their damage agreement as liquidated damages “is not determinative in passing upon whether or not the payment of the designated sum is in fact a penalty.” Id. Instead, “the decisive element is the intention of the parties,” which “is to be gleaned from the subject matter, the language of the contract and the circumstances surrounding its execution[,]” taken as a whole. Id. We follow the same approach in determining whether a stipulated damages remedy is a liquidated damages clause.

Although the trial court focused on the second feature of a valid liquidated damage agreement, we shall set aside, for the moment, the question of whether the amount of stipulated damages in Paragraph 7 is reasonable. This is because we conclude that the agreement lacks both the first and third characteristics of a liquidated damages clause, in that it does not clearly identify a “certain sum” and does not create a “binding agreement before the fact that may not be altered to *450correspond to actual damages.” See Holloway, 319 Md. at 354, 572 A.2d 510. By agreeing that the non-breaching party is “entitle[d] ... to recover damages flowing from such breach” (emphasis added), Harrell and SYSCO selected the same type of post hoc yardstick that traditionally has been used to measure actual or “unliquidated” damages. See, e.g., Abbott v. Gatch, 13 Md. 314, 333 (1859) (“unliquidated damages” include “such damages as are incidental to and caused by the breach, and may be said to flow reasonably and naturally from such breach, and are not accidental or contingent losses”). Instead of agreeing to either a pre-determined amount of damages, or to a formula for damage, in the event of a breach, the parties more broadly agreed that the recoverable damages “flowing from such breach” would include the settlement payments. Significantly, they also agreed that SYSCO’s damages would not be “not limited to” that amount if the company also could show other actual damages from Harrell’s breach. The parties’ understanding that this agreement was not a mandatory and binding stipulation fixing the amount of damages at the $185,000 paid to Harrell is underscored by their explicit agreement that the stipulated “damages set forth in this paragraph in the event of a breach” are “non-exclusive.” (Emphasis added.) Because Paragraph 7 does not contain a pre-determined “ceiling” on the amount of “damages flowing from” Harrell’s breach of the non-disparagement covenant, we conclude that it is an unliquidated damage stipulation rather than a liquidated damages clause. See, e.g., Traylor, 273 Md. at 662, 332 A.2d 651 (nature of stipulated damages “remove[d] it from the ambit of liquidated damages”).

Even though Paragraph 7 is not enforceable as liquidated damages, we recognize that this term represents the parties’ arm’s-length agreement that SYSCO would not be required to prove that Harrell’s breach of his non-disparagement covenant damaged SYSCO, and that the amount of that damage would be at least the amount it paid to “buy peace” with Harrell. As with any other term of a negotiated settlement agreement, the burden of proving that these stipulations are unenforceable is *451on the party challenging their validity. See, e.g., Creamer v. Helferstay, 294 Md. 107, 121, 448 A.2d 332 (1982) (“absent intentional, culpable conduct such as fraud, duress, or undue influence, a unilateral mistake is not ordinarily a ground for relief from a [settlement] contract”); see generally 3 Dan B. Dobbs, The Law of Remedies § 12.9(2), at 253 (2d ed. 1993) (“A rule that puts the burden on the plaintiff to justify the liquidated damages is a rule that may deprive the plaintiff of his bargain”).

B.

Enforcement Of Paragraph 7 Damages

It is debatable whether a stipulated damages clause such as the one before us is subject to the “reasonableness” or “penalty” standard that applies to a liquidated damages clause,5 or, instead, whether it is measured against a more deferent standard, such as unconscionability, that applies to other contractual terms.6 That question need not be answered to resolve this appeal, however. Assuming arguendo that this provision may not be enforced unless it is reasonable, we nevertheless conclude that it satisfies that test.

*452Determining whether a stipulated remedy is unreasonable “can be hard for the same reason the parties [find] it hard to calculate actual damages in the first place: what’s the benchmark against which the stipulated damages will be compared to determine whether they are” reasonable? Scavenger Sale Investors v. Bryant, 288 F.3d 309, 311 (7th Cir.2002). Moreover, as Judge Easterbrook observed in upholding the damages clause of a settlement agreement, “[everything depends on which end of the telescope one looks through.” Id.

Here, the language and circumstances surrounding the Settlement Agreement conclusively establish that both Harrell and SYSCO considered this stipulated damage remedy to be reasonable. They reasonably conceded that SYSCO would suffer harm to its reputation and/or additional labor and litigation expenses if Harrell continued to disparage the company for allegedly creating a hostile work environment in which long-term African-American union employees such as his co-worker Womack and himself were harassed, unfairly disciplined, not compensated for injuries, and retaliated against.7 In addition, Harrell reasonably acknowledged the difficulty SYSCO would have in proving a specific dollar figure for the “prejudice” “flowing from” his breach of the non-disparagement covenant.8 Thus, the record shows that Harrell understood that this settlement rested squarely on his assurances to SYSCO that this proof problem would not leave SYSCO out-of-pocket $185,000 with only a toothless remedy in the event he continued to disparage the company.

*453What SYSCO bought through the negotiated settlement, then, was immediate and long-term “peace” with Harrell, with the attendant right to expect that it would no longer have to expend money, effort, or goodwill in responding to his disparaging allegations. Indeed, the language in Paragraph 7 and the circumstances surrounding the execution of the Settlement Agreement leave no doubt that SYSCO and Harrell struck a bargain that was designed to prevent precisely what happened here-that SYSCO would pay Harrell $185,000 to drop all his allegations, claims, and agitations against the company, only to have Harrell later resume them. Without Harrell’s assurance that he would not do so, SYSCO would not have agreed to pay Harrell $185,000 to settle his claims. Thus, Harrell’s agreement that it is “fair and reasonable” for the “damages flowing from such breach” to include that settlement money was a negotiated cornerstone of this Settlement Agreement.

In this respect, Paragraph 7 fairly may be viewed as both a disincentive to Harrell and an assurance of performance to SYSCO. To the extent that it might arguably be characterized as exacting a “penalty for breach,” we see nothing unreasonable about such a clearly understood and expressed quid pro quo. To the contrary, there are important reasons to enforce this remedy.

Courts have long been reluctant to nullify a negotiated remedy at the heart of a settlement agreement.

The law always favors compromises and amicable adjustments of disputes, rather than compel parties to resort to litigation and it would be strange if, in the absence of clear evidence of fraud or mistake, the parties were not bound and concluded after what has taken place in respect to this award.

Sisson v. Baltimore, 51 Md. 83, 95-96 (1879). Accordingly,

[it]t is well established in Maryland that a valid settlement agreement between the parties is binding upon them. As early as 1855, [the Court of Appeals] ... made it clear that settlement agreements are desirable and should be binding and enforceable-In McClellan v. Kennedy, 8 Md. 230[, *454248] (1855), we said: “ ‘If compromises are otherwise unobjectionable they will be binding, and the right will not prevail against the agreement of the parties, for the right must always be on one side or the other, and there would be an end of compromises if they might be overthrown upon any subsequent ascertainment of right contrary thereto.’ The doctrine of compromises rests on this foundation.”

Chernick v. Chernick, 327 Md. 470, 481, 610 A.2d 770 (1992) (other citations omitted).

In refusing to enforce Harrell’s agreement regarding damages, the trial court effectively immunized Harrell from the consequences of deliberately breaching his obligations under the Settlement Agreement. We agree with SYSCO that, as a matter of policy and practice, if an employee is permitted to disregard the covenants upon which he settled, and then avoid the damage remedy that he agreed to, then “no employer should consider a settlement in these types of cases because it will likely be left without adequate redress in the event of a breach.”

It is this result that we find unreasonable in its contradiction of established law and policy favoring the enforcement of arm’s-length settlement agreements. See Long, 371 Md. at 84-85, 807 A.2d 1. We therefore conclude that the Paragraph 7 stipulation that SYSCO is entitled to damages in the amount it paid Harrell to settle is both reasonable and enforceable.

We find direct support for this holding in Bell-Atlantic-Washington, DC v. Zaidi 10 F.Supp.2d 575 (E.D.Va.1997), aff'd, 149 F.3d 1167 (4th Cir.1998) (applying District of Columbia law). In that case, as here, an employee agreed to settle his discrimination and personal injury claims against his employer in a written settlement agreement. The language in the damages clause of that agreement was analogous to the language used in the agreement now before us. One term of the Zaidi settlement agreement required the employee to cease his frequent contacts to the employer and others regarding his allegations against the employer. If the employee violated this no-contact covenant, the employer was entitled to *455the return of its settlement money. This agreement was set forth in the following language, which we find substantively similar to the language used in Paragraph 7: “in addition to any other remedies available to [the employer] for [employee’s] breach of this paragraph^] ... [employee] will immediately return to the Company any payments already made to [employee].” Id. at 577.

There are also material similarities in the circumstances in which these employees executed and breached the agreement. Zaidi had 21 days to decide whether to sign the agreement, and another seven days after he executed the agreement to rescind. Here, the Settlement Agreement states that Harrell had “at least one week before the date on which he signed it ... to allow him to consult with an attorney[,]” and at least six weeks thereafter to note any objections before it was approved by the Workers’ Compensation Commission. Zaidi received $150,000 to settle his discrimination and injury claims against his employer, but breached his no-contact covenant three years later. Harrell received $185,00 to settle his discrimination and injury claims, but he breached his no-disparagement covenant just five months later.

In Zaidi, as in this case, the employer filed a breach of contract action, seeking to recover damages equal to what it paid to settle the employee’s claims. See id. at 576. Granting the employer’s motion for summary judgment, the federal district court enforced the stipulated damages remedy in the settlement agreement. Significantly, the court’s decision did not rest on a liquidated damages or “unreasonable penalty” analysis. More specifically, it did not measure the validity of the damage remedy by asking whether the employee’s violation of the no-contact covenant could reasonably be anticipated to cause the employer $150,000 in damages. Nor did the court require the employer to prove actual damages. See id. at 578. Rather, judgment was entered against the employee for the full $150,000 paid by the employer under the terms of the settlement agreement. See id. In an unpublished decision, the Fourth Circuit affirmed the reasoning of the district court. See Bell Atlantic-Washington DC v. Zaidi, 149 F.3d at 1167.

*456We concur with the decision and rationale in Zaidi, for the reasons set forth above. When, as here, parties settle litigation with the aid and advice of independent counsel, using unambiguous language expressing their mutual agreement to establish a stipulated remedy in the event of a specified breach, we must have a compelling reason to justify refusing to enforce such an explicit and negotiated cornerstone of that agreement.

In this case, as in Zaidi, we find no reason to deny SYSCO its bargained-for damage remedy. The parties agreed that Harrell’s covenant not to disparage SYSCO was a “substantial and material” inducement for SYSCO to settle Harrell’s claims, and that, given “the difficulty of proving prejudice to the Company in the event” Harrell breached this covenant, SYSCO is entitled to damages equal to the settlement money it paid Harrell.

We hold that the trial court erred in refusing to enforce the stipulated damage remedy in Paragraph 7. Accordingly, we must vacate the damage award and remand for entry of an award in accordance with the Settlement Agreement.

II.

Actual Damages

As alternative grounds for this appeal, SYSCO complains that the trial court erred in refusing to let the jury decide the amount of its actual damages. We must resolve this assignment of error because our decision regarding stipulated damages does not necessarily preclude SYSCO from recovering additional damages. As discussed in Part I, SYSCO is entitled to recover all of its actual damages resulting from Harrell’s breach of both Paragraph 7 and Paragraph 16’s prohibition against aid to third parties. Thus, if SYSCO can prove other actual “damages flowing from” Harrell’s breach of the non-disparagement and “no aid” clauses, the company might be entitled to recover such damages.

*457At trial and before this Court, however, SYSCO conceded that it did not offer any evidence that its pecuniary loss exceeded the $185,000 it paid in “peace money.” To the contrary, counsel for SYSCO acknowledged the company’s inability to prove such damages, observing that “this type of harm, which is reputational in nature, is hard, if not impossible, to quantify in dollar terms.” Given this record, SYSCO is not entitled to a new jury trial on actual damages.

DAMAGE AWARD IN THE JUDGMENT VACATED AND CASE REMANDED FOR FURTHER PROCEEDINGS CONSISTENT WITH THIS OPINION. COSTS TO BE PAID BY APPELLEE.

I

INTRODUCTION

BLUE, J.

The cross motions for summary judgment in this breach of contract case present an important question of public policy concerning the removal and disclosure of information contained in employee personnel files. To simplify only a little, the situation is this: An employer fires an employee. The employee gets an attorney, and the employee and the employer hammer out a contract in which it is agreed that the employee will be allowed to resign voluntarily and all references to involuntary termination in his personnel file will be expunged. Later, the employee applies for a job with a new potential employer. The new potential employer requires the employee to sign a preprinted authorization and release form authorizing previous employers to disclose information concerning his background and releasing employers who provide such information from liability. The new potential employer contacts the previous employer — the very previous employer which agreed to expunge the termination information from its files — and the previous employer spills the beans. Is there liability here?

*150The parties agree that the controlling public policy has been articulated by the legislature, at least in general terms, but they disagree as to how that policy is to be applied to the documents that they have signed. As will be seen, there is indeed devil in the details, but the controlling legislation goes a long way towards solving the problem. It is necessary to begin with the facts.

II

THE FACTS

The facts that control this decision are not in dispute. The plaintiff, Michael Giannecchini, is a nurse. He was originally hired as a stock clerk by the defendant Hospital of St. Raphael (the hospital) in 1989. He received a nursing degree in 1992. During the following year, Giannecchini received one or more warnings relating to medication errors. On March 24, 1993, the hospital involuntarily terminated his employment. Giannecchini’s termination was memorialized in a written document, which is in evidence. (The survival of this document, as will be seen in a moment, is itself one of the issues in this case.) That document, signed by Annie Pietrandrea, as the hospital’s director of personnel on March 31, 1993, contains a “Remarks” section which states: “Several serious medication errors.” The document also rates Giannecchini as “Average” with respect to “Attitude,” “Personality” and “Attendance” and “Below Average” with respect to “Ability” and “Industry.”

Giannecchini quickly obtained an attorney (not the attorney who represents him in this action). His attorney contacted the hospital, and the attorney and the hospital agreed upon a contract to resolve the differences between the parties. This document, entitled “Settlement Agreement and Release” (the agreement), was *151executed by the parties on April 30,1993. The important provisions of this contract are as follows:

“1. Michael Giannecchini will voluntarily resign from his employment with the Hospital effective March 24, 1993.

“2. The Hospital agrees that Mr. Giannecchini’s personnel file(s) [and] any associated file(s) kept by the Hospital will reflect a voluntary resignation effective March 24, 1993. Any and all references in said file(s) to an involuntary termination of the employment of Giannecchini will be expunged.

“3. The Hospital agrees that in the event any job references are required or any inquiries, whether oral or written, are made respecting Giannecchini’s employment with the Hospital, the Hospital, and any of its officials who are authorized to disclose such information or to whom such job reference requests or inquiries are directed, shall respond to said request or inquiries with a statement indicating that the Hospital’s policy is strictly limited to disclosure of dates of service, title and position and salary information. The Hospital may only indicate such facts and may disclose no more except upon express written authorization by Giannecchini ....

“8. In the event that the Hospital breaches any of the foregoing provisions with respect to the content and dissemination of Giannecchini’s personnel file(s) or the Hospital’s obligations with respect to job inquiries and references, Giannecchini shall have the right to bring an action pursuant to this Agreement and to seek any lawful remedy to which he is entitled.”

In the year or so following the execution of this agreement, Giannecchini applied for positions with a number of health care providers. The evidence suggests *152that the hospital acted in accordance with the agreement in these instances.

In December, 1994, Giannecchini applied for a position as a registered nurse with the Department of Veterans’ Affairs Hospital in West Haven (the VA). On December 26, 1994, he filled out a written application supplied by the VA. Giannecchini listed the hospital as a former employer and wrote under that listing, “Please contact [Personnel] Department.” As part of the application process, the VA required Giannecchini to sign a preprinted form entitled “Authorization for Release of Information” (the authorization). Giannecchini executed this form on December 27, 1994. That authorization form provides, in relevant part, as follows:

“In order for the Department of Veterans Affairs (VA) to assess and verify my educational background, professional qualifications and suitability for employment, I:

“Authorize the VA to make inquiries concerning such information about me to my previous employer(s), current employer, educational institutions, State licensing boards, professional liability insurance carriers, other professional organizations and/or persons, agencies, organizations or institutions listed by me as references, and to any other appropriate sources to whom the VA may be referred by those contacted or deemed appropriate;

“Authorize release of such information and copies of related records and/or documents to VA officials;

“Release from liability all those who provide information to the VA in good faith and without malice in response to such inquiries; and

“Authorize the VA to disclose to such persons, employers, institutions, boards or agencies identifying and other information about me to enable the VA to make such inquiries.”

*153On February 13, 1995, the VA sent the hospital a letter stating that Giannecchini had applied for a position and requesting information. It enclosed a copy of the authorization just quoted.

On February 14, 1995, Annie Pietrandrea (who had previously executed Giannecchini’s termination document as the hospital’s director of personnel) wrote a letter to the VA in her capacity as “Coordinator, HRIS.” (Pietrandrea describes herself in a 1999 affidavit as holding “the position of Human Resources Consultant.”) This letter states as follows:

“Michael J. Giannecchini was employed at the Hospital of St. Raphael from 1/16/89 to 3/24/93. He was an R.N.-I. He was a full time employee (40 hours per week). He was discharged. He is not eligible to be re-hired.

“Average: Attitude, Personality, Attendance

“Below Average: Ability, Industry

“If you need further information, please feel free to contact me at (203) 789-4324.”

Upon receipt of the letter just quoted, Gail Howard, a credentialing specialist employed by the VA, called Pietrandea to discuss her response. A written report of contact prepared by Howard states in pertinent part that:

“I asked Ms. Pietrandea to explain the circumstances surrounding Mr. Giannecchini’s discharge from the Hospital of St. Raphael. After reviewing his record, Ms. Pietrandea stated, ‘All I show here is several serious medication errors.’

“The Associate Chief, Nursing Service & Education was notified and advised of the above . . . .”

Giannecehini did not get the job. On October 14, 1996, he commenced this action by service of process. *154Giannecchini is the sole plaintiff, and the hospital is the sole defendant. Giannecchini’s revised amended complaint consists of three counts. The first count alleges breach of contract, the contract in question being the “Settlement Agreement and Release” executed on April 30, 1993. The second count alleges breach of a covenant of good faith and fair dealing in connection with that agreement. The third count, based on the communications made to the VA, alleges defamation.

On July 16, 1999, the hospital filed the defendant’s motion for summary judgment now before the court. The motion seeks judgment on all three counts.

On October 15,1999, Giannecchini filed the plaintiffs cross motion for summary judgment also before the court. The cross motion seeks judgment as to liability only on all three counts.

The motions were heard together on May 15, 2000.

III

DISCUSSION

A

The Breach of Contract Claim

1

Public Policy

Putting the issue of Giannecchini’s authorization form to one side, the breach of contract claim presented in the first count of his revised amended complaint is, on its face, a formidable one. The hospital undertook by contract to expunge all references in its files to “an involuntary termination of the employment of Giannecchini” and to supply “strictly limited” responses to requests for disclosure by future potential employers. The hospital’s February, 1995 communications violated each of these provisions.

*155The effect of the authorization is a hotly contested matter. Before reaching that issue, however, another issue must briefly be considered. Assuming for purposes of argument that the authorization is effective, is judicial enforcement of paragraphs 2 and 3 of the aforementioned agreement executed April 30, 1993, consistent with public policy? The court posed this question to the parties at a preargument scheduling conference, and the parties subsequently submitted exceedingly helpful supplemental briefs on the subject. Put in a nutshell, the public policy concern is this: Paragraphs 2 and 3 of the agreement may be advantageous to the parties to the contract — Giannecchini gets the limited disclosure he wants, and the hospital avoids a potentially messy lawsuit — but the contract affects a third interest unrepresented at the bargaining table. That interest is the interest of the patient. A patient in a hospital is frequently helpless and utterly dependent on the nurses assigned to care for him. Any patient in any hospital would surely hope that the hospital hiring his nurses would receive full information about any medication errors that the nurse had committed in the course of prior health care employment. As far as the patient is concerned, this is potentially a life and death matter. It is no answer to the patient’s legitimate concerns that a contract of silence is mutually advantageous between the nurse and his former employer. A contract of this nature is affirmatively disadvantageous to the patient. If contractual provisions like this are judicially enforceable, some of the most vulnerable citizens in our society — patients in hospitals — will inevitably be exposed to a risk of physical harm. Cf. Bowman v. Parma Board of Education, 44 Ohio App. 3d 169, 172-73, 542 N.E.2d 663 (1988) (contract prohibiting school district from disclosing teacher’s pedophilia to school district that subsequently employed teacher held void as against public policy).

*156Public policy, it has famously been said, “is a very unruly horse, and when once you get astride it you never know where it will carry you.” Richardson v. Mellish, 130 E.R. 294, 303 (1824). The parties have persuaded the court that, in Connecticut, the public policy horse in question here has been saddled by the legislature. Two related statutes govern the removal and disclosure of information contained in employee personnel files: General Statutes §§ 31-128e and 31-128f. These statutes provide as follows:

“[General Statutes] Sec. 31-128e. Removal or correction of information. Employee’s explanatory statement. If upon inspection of his personnel file or medical records, an employee disagrees with any of the information contained in such file or records, removal or correction of such information may be agreed upon by such employee and his employer. If such employee and employer cannot agree upon such removal or correction then such employee may submit a written statement explaining his position. Such statement shall be maintained as part of such employee’s personnel file or medical records and shall accompany any transmittal or disclosure from such file or records made to a third party.”

“[General Statutes] Sec. 31-128f. Employee’s consent required for disclosure. No individually identifiable information contained in the personnel file or medical records of any employee shall be disclosed by an employer to any person or entity not employed by or affiliated with the employer without the written authorization of such employee except where the information is limited to the verification of dates of employment and the employee’s title or position and wage or salary or where the disclosure is made: (1) To a third party that maintains or prepares employment records or performs other employment-related services for the employer; *157(2) pursuant to a lawfully issued administrative summons or judicial order, including a search warrant or subpoena, or in response to a government audit or the investigation or defense of personnel-related complaints against the employer; (3) pursuant to a request by a law enforcement agency for an employee’s home address and dates of his attendance at work; (4) in response to an apparent medical emergency or to apprise the employee’s physician of a medical condition of which the employee may not be aware; (5) to comply with federal, state or local laws or regulations; or (6) where the information is disseminated pursuant to the terms of a collective bargaining agreement. Where such authorization involves medical records the employer shall inform the concerned employee of his or her physician’s right of inspection and correction, his right to withhold authorization, and the effect of any withholding of such authorization upon such employee.”

“Employee” is a statutorily defined term meaning “any individual currently employed or formerly employed by an employer . . . .” General Statutes § 31-128a (1). “Personnel file” means “papers, documents and reports pertaining to a particular employee which are used or have been used by an employer to determine such employee’s eligibility for employment, promotion, additional compensation, transfer, termination, disciplinary or other adverse personnel action including employee evaluations or reports relating to such employee’s character, credit and work habits.” General Statutes § 31-128a (3).

The statutes just quoted are part of a comprehensive legislative scheme enacted in 1979; see Public Acts 1979, No. 79-264; dealing with the integrity and disclosure of employee personnel files. It is clear from the statutory text that the legislature intended to cover the field pertaining to this subject matter and did so with some care. It is particularly important that § 31-128f sets forth *158a number of specific, tightly crafted exceptions to the general rules governing statutory disclosure or nondisclosure. There is no exception for employee records, like the termination notice in the present case, concerning employees whose future employment implicates the safety of third parties such as hospital patients. The wisdom of such an additional exception is beside the point. Under the circumstances, that must be a matter for the legislature. For this reason, the court agrees with the parties that the public policy controlling this case is set forth in §§ 31-128e and 31-128f.

The relationship of the controlling statutes must now be considered. Section 31-128e provides in pertinent part that, “[i]f upon inspection of his personnel file ... an employee disagrees with any of the information contained in such files . . . removal ... of such information may be agreed upon by such employee and his employer.” Section 31-128f then provides in pertinent part that, “No individually identifiable information contained in the personnel file ... of any employee shall be disclosed by an employer . . . without the written authorization of such employee . . . .” The question of what information is “contained in the personnel file” for purposes of § 31-128f must be answered with reference to the “removal” provision of § 31-128e. If an employee and his employer have previously agreed upon the “removal” of specified information from the employee’s personnel file pursuant to § 31-128e, then, after removal has occurred, that information should not be “contained in the personnel file” of the employee for purposes of § 31-128f Because an employee’s “written authorization” to disclose information under § 31-128f can only pertain to “information contained in the personnel file,” such an “authorization” cannot authorize disclosure of information previously agreed to be “removed.” Information of this latter *159description is no longer “contained in the personnel file.”

2

Application of the Public Policy

With this background, the application of the public policy articulated by the legislature to the agreement signed by the parties is reasonably clear. Paragraph 2 of the agreement provides that, “Any and all references in said file(s) to an involuntary termination of the employment of Giannecchini will be expunged.” This is plainly a “removal” agreed upon by the parties for purposes of § 31-128e. Any “authorization” that Giannecchini would later give to disclose information contained in his file would not include “references in said file(s) to an involuntary termination.” That “removed” information would no longer be “contained” in his file for purposes of § 31-128f. Giannecchini, who was not the party maintaining the file, was statutorily permitted to make this assumption in giving any later “authorization.”

It should be noted that the “removal” provision of paragraph 2 of the agreement is tightly crafted. That provision pertains solely to references “to an involuntary termination.” Numerous references in Giannecchini’s personnel file, many of them unflattering, do not fall within the ambit of paragraph 2. For example, unflattering references to Giannecchini’s ability and industry and Giannecchini’s pretermination disciplinary records are not controlled by paragraph 2. Such latter references are, instead, controlled by paragraph 3. Under paragraph 3, information such as this is presumptively not to be disclosed. Such information is still, however, “contained” in the file. If Giannecchini subsequently gives an authorization to disclose information contained in his file, information of this latter description may be disclosed. References “to an involuntary *160termination” may not be disclosed. The employer and employee have agreed to remove that information from the file.

The authorization prepared by the VA contains two important provisions: an “authorization” and a “release.” The “release” will be discussed in a moment. For now, let us consider the “authorization.” The authorization here authorizes release of information to the VA. On its face, this is quite sweeping. But the “authorization” must be read with Giannecchini’s legitimate expectations — expectations legitimized by the provisions of positive law — in mind. In light of both the contract he had signed and the provisions of §§ 31-128e and 31-128f, Giannecchini could legitimately expect that references to his involuntary termination would no longer be contained in his file. We now know, of course, that this was not the case, but when he signed the “authorization” he had no way of knowing this. He was not the party maintaining the file. He had the right— both contractual and statutory — to count on the hospital keeping its word. For this reason, his “authorization” did not authorize the disclosure of references to his involuntary termination.

Unhappily, the evidence establishes beyond the shadow of a doubt that the hospital disclosed references to Giannecchini’s involuntary termination to the VA. The hospital’s letter of February 14, 1995, expressly states, “He was discharged.” Pietrandrea’s subsequent telephonic disclosure that “ ‘All I show here is several serious medication errors’ ” was an additional disclosure of information agreed to be removed from Giannecchini’s file, since that disclosure is a direct quotation from the hospital’s termination document giving the stated reason for the termination. The comment of Pietrandrea just quoted makes it clear that her disclosures were based solely on the termination document that the parties had agreed to remove from Giannecchini’s *161file rather than on personal knowledge of the events in question. These disclosures constituted a clear breach of contract. It remains to be determined whether Giannecchini’s breach of contract claim is precluded by his “release.”

3

The “Release”

The authorization prepared by the VA and signed by Giannecchini purports to “[r]elease from liability all those who provide information to the VA in good faith and without malice . . . .’’Is such a release effective in the context of this case?

The context of the case is a matter of much importance. The question of the validity of discharges from liability ordinarily arises in negligence cases. The law pertaining to this issue has not been settled in Connecticut. “[A]n agreement exempting one from liability for future damage caused by simple negligence will generally be upheld. Such releases are not favored, however, and, if possible, the contract will be construed not to confer this immunity.” 8 S. Williston, Contracts (4th Ed. Lord 1998) § 19:24, pp. 300-303.

In the context of employment references, releases are generally held enforceable. See Cox v. Nasche, 70 F.3d 1030, 1031 (9th Cir. 1995), and authorities cited therein. The hospital understandably places great reliance on this line of authority. But the context in which that authority has been articulated is quite different from the context of the present case. In the typical case — Cox is a good example — the employee signing a release knows full well that, as a result of his authorization, his former employer will make an unlimited disclosure of information. Such an employee can hardly complain when his former employer does precisely *162what he has authorized it to do. A release of liability in such a context ordinarily should be enforceable.

Giannecchini’s case, however, is different. When Giannecchini signed the release at issue in this case, he did so against the backdrop of a contractual agreement with the hospital requiring removal of information from the hospital’s files and a highly articulated statutory scheme that gave him legitimate reason to assume that “removed” information would not be disclosed pursuant to a subsequent “authorization.” Because Giannecchini was not the party charged with maintaining the hospital’s files, he had no way of knowing that the hospital had not been true to its word.

Could a release be designed that would allow the hospital to disclose the termination records that it had promised to expunge? The answer is probably yes, but the release in question here was not such a document. The release in question here is a form document prepared by the VA and stands in sharp contrast to the carefully drafted agreement executed by the parties. The release here makes no disclosure of the fact that the hospital has violated its contractual and statutory obligation to expunge the information it had agreed to expunge. No evidence has been submitted that Giannecchini had any ability to bargain with respect to the form release presented to him by the VA, and the likelihood that he had any such bargaining ability seems minimal. Any bargaining here would, in any event, have been a game of blind man’s buff, since Giannecchini was dealing with the VA, which had no knowledge of the hospital’s failure to comport with its agreement, and not with the hospital, which was the only party to have such knowledge. The law is reluctant to enforce exculpatory agreements executed under these circumstances. See Tunkl v. Regents of University of California, 60 Cal. 2d 98-101, 383 P.2d 441, 32 Cal. Rptr. 33 (1963); Adloo v. H. T. Brown Real Estate, Inc., 344 Md. 254, 260, 686 *163A.2d 298 (1996); Yauger v. Skiing Enterprises, Inc., 206 Wis. 2d 75, 84, 557 N.W.2d 60 (1996).

To enforce the release under these circumstances would not only allow the hospital to violate its contractual and statutory expungement obligations with impunity, but would render Giannecchini’s legitimate expectations with respect to his contractual and statutory rights meaningless. The court will not follow down this path. The evidence submitted by the parties establishes as a matter of law that the hospital has breached the contract executed by the parties and that the “release” signed by Giannecchini is not judicially enforceable in these circumstances. Although, as mentioned at the beginning of this discussion, reasonable persons can disagree as to the public policy aspects of this outcome, the controlling public policy here has been articulated by the legislature. Judgment as to liability must enter in favor of the plaintiff on the first count of his revised amended complaint.

IV

THE BREACH OF COVENANT CLAIM

The second count of the revised amended complaint can be swiftly dealt with. That count alleges that the agreement executed by the parties “contained a covenant of good faith and fair dealing that neither party would do anything to injure the right of the other party to enjoy the benefits of the contract.” It further alleges that the hospital violated this covenant by the actions that have already been described.

As has already been discussed, the contract executed by the parties contained highly specific provisions governing the hospital’s responsibilities with respect to the disclosures at issue in this case. In addition, as also discussed, the contract was executed against the backdrop of highly articulated statutory law. Under these *164circumstances, it would be inappropriate for the court to insert additional provisions into the agreement. Giannecchini’s case must rise or fall on the strength of his contractual and statutory claims. Judgment must enter in favor of the defendant on the second count of the revised amended complaint.

V

THE DEFAMATION CLAIM

The third count of the revised amended complaint alleges defamation. That count alleges that the hospital’s written and oral statements already described “falsely and intentionally portrayed the Plaintiff as an employee who was discharged for alleged performance problems [including that he had committed medication errors] and would not be eligible for re-hire by Defendant Hospital. The Defendant Hospital also falsely stated that the Plaintiff was an R.N.-I for four (4) years which further already reflected on the Plaintiffs professional skill, ability and reputation.” A defamation plaintiff bears the burden of proving that the statements made concerning him were false; see Daley v. Aetna Life & Casualty Co., 249 Conn. 766, 795, 734 A.2d 112 (1999); and, as the complaint makes clear, the falsity of these asserted statements is an express part of Giannecchini’s claim.

The second sentence of the claim just quoted can be swiftly dealt with. The evidence establishes that the hospital did not state that “the Plaintiff was an R.N.-I for four (4) years.” The communication referred to is the letter of February 14, 1995. That letter states that “Giannecchini was employed at the Hospital of St. Raphael from 1/16/89 to 3/24/93. He was an R.N.-I.” Both of these sentences are perfectly true. There is no actionable falsehood in this portion of the communication.

*165The same letter also states that, “He was discharged. He is not eligible to be re-hired.” The alleged falsity of this statement presents a somewhat more intricate problem. Under the agreement, as mentioned, Giannecchini was allowed to resign voluntarily. It is also true, however, that Giannecchini was terminated. The hospital has presented incontrovertible documentary proof establishing the truth of that statement. There is, in any event, nothing in the contract signed by the parties that makes Giannecchini eligible to be rehired. It is clear that the statement that, “He is not eligible to be rehired” is true. The only question is the truth or falsity of the statement, “He was discharged.” The documentary evidence presented by the parties establishes that this statement is historically true. For this reason, judgment must enter in favor of the defendant on the third count of the revised amended complaint.

VI

CONCLUSION

For the reasons stated above, the plaintiffs cross motion for summary judgment is granted (as to liability only) as to the first count of the revised amended complaint and denied as to the second and third counts of that complaint.

The defendant’s motion for summary judgment is denied as to the first count of the revised amended complaint and granted as to the second and third counts of that complaint.

The court commends the attorneys in this case, Stephen Courtney, representing the plaintiff, and Lori Alexander, representing the hospital, for the exceptionally high quality of their briefs and oral arguments. The skill with which they have zealously represented their clients in a hard fought case and the lucidity of their arguments have been in the highest traditions of the profession.