Settlement Agreement

Settlement Agreement and Release

Settlement Agreement and Release made this day of , 20 (the "Agreement") between ("Smith") and ("Jones").

WHEREAS, Smith and Jones were partners in the law firm (sometimes referred to as the "Firm" or the "Partnership"); and

WHEREAS, Smith filed a lawsuit against Jones & Smith in the , in County, entitled "Smith v. Jones" bearing the index number ("Action"); and

WHEREAS, Jones has filed a counterclaim against Smith in the Action; and

WHEREAS, the partnership between Smith and Jones is dissolved pursuant to the Partnership Law of the State of ; and

WHEREAS, there is currently $ in the name of Jones & Smith in a bank account in the name of Jones & Smith account number (the "Partnership Account"); and

WHEREAS, the sum of $ has been paid from the Partnership Account by the Partnership to the landlord for the space occupied by the Partnership at pursuant to the terms of a separately executed Surrender of Lease; and

WHEREAS, the rents for the space occupied by the Partnership at were paid from the Partnership Account to Landlord, LLC; and

WHEREAS, the parties desire to settle the Action and all disputes between them and upon the terms and conditions hereinafter set forth; and

NOW, THEREFORE, for due and valuable consideration, the receipt of which is hereby acknowledged, it is agreed between the parties:

1. Simultaneously with the execution of this Agreement, the sum of $ shall be paid to Jones from the Partnership Account with checks executed by Smith and Jones;

2. Simultaneously with the execution of this Agreement, the sum of $ shall be paid to Smith from the Partnership Account with checks executed by Smith and Jones;

3. Jones shall defend, indemnify and hold harmless Smith from and against indemnifiable claims, defined as any claim alleging professional malpractice against the Firm, Smith, Jones, or the Firm's associates or employees which took place during the period from , 20, which would otherwise have been covered by the policy for professional malpractice heretofore issued by the Insurance Company to the Firm, and any and all losses, deficiencies, liabilities, damages, assessments, judgments, costs and expenses, including attorneys' fees related thereto.

If any claim, liability, demand, assessment, action, suit or proceeding shall be asserted against Smith, Jones, Jones & Smith or its associates or employees which is the subject of this indemnification, the party so notified shall promptly notify the other thereof in writing. Smith shall have the right to, at his own expense, retain counsel for the defense, compromise or settlement of any such claim, and in such event counsel selected by Smith and counsel selected by Jones shall cooperate in such defense, compromise or settlement.

Certain Limitations. The obligations of Jones to indemnify Smith shall be to the same extent and subject to the same policy limitations and deductible, but for applicable time period which is acknowledged by Jones to be from , 20, as the insurance policy for professional liability insurance provided to the Firm by the Insurance Company.

4. To the extent claims for professional liability are not covered pursuant to paragraph 3 above, Smith and Jones shall each be fully liable for their own professional malpractice and shall share any liability from the professional malpractice of associates and other employees of the Firm in the amounts of 75% for Jones and 25% for Smith. However, if liability arises as a result of either party's failure to notify the Firm's malpractice insurance carrier of claims made against the Firm then that party shall be 100% liable for claims against the Firm, Jones, Smith, or the Firm's associates or employees.

5. The parties acknowledge and represent that they know of no other claims of any kind against themselves, Jones & Smith or any of its associates or employees.

6. In addition to and subject to the above, Smith and Jones shall share any additional liabilities of the Firm in the amounts of 75% for Jones and 25% for Smith. Notwithstanding the foregoing, the Firm shall assign its remaining accounts receivable to Jones. Smith makes no representation concerning the collectibility or viability of the accounts receivable and will not interfere in any manner with the collection thereof by Jones.

7. The parties agree that a Partnership tax return in the form annexed hereto shall be filed on behalf of the partnership for the year ending 20 and a 20 final tax return and that Smith shall pay for the preparation of the returns. Smith warrants the accuracy and propriety of the reporting of income and the claiming of deductible expenses on the partnership's records as are shown on the partnership's 20, 20 and 20 tax return. If any additional taxes are payable by either party resulting from the other party's misrepresentation of the accuracy or propriety of the reporting of income and the claiming of deductions, the misrepresenting party shall reimburse the harmed party for any resulting additional taxes he is required to pay plus any interest, penalties and reasonable attorneys' fees.

8. Contemporaneously with the execution of this Agreement, the parties will cause their counsel to execute a stipulation discontinuing with prejudice the Action in its entirety, including all claims and counterclaims, each party to bear his/its own costs. Upon execution of this Agreement said stipulation may be filed with the court without notice to any party.

9. In consideration of the agreements made herein, and pursuant to and subject to the terms and conditions set forth in this Agreement, the parties to this Agreement hereby mutually release and forever discharge each other, their agents, affiliates, heirs, executors, administrators, successors and assigns (each releasing party being referred to as "Releasor" and each released party being referred to as "Releasee") from all actions, causes of action, suits, debts, dues, sums of money, acts, bonds, bills, covenants, contracts, obligations, negligence, intentional misconduct, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands, whatsoever at law or in equity, known or unknown, matured or unmatured, that against the Releases, the Releasors, may have had, now have or can, shall or may hereafter have, including without limitation all claims or counterclaims which were or could have been raised in the Action, excluding the rights and obligations contained in the Agreement between Jones and Smith which is attached hereto and the rights and obligations contained in this Agreement.

10. All notices, requests, demands and other communications hereunder shall be deemed to have been duly given on the date of personal delivery, or on the business day next following the day that notice is sent by overnight prepaid express service to the individual party being served along with the copies also to be sent by overnight prepaid express service at the following addresses (or at such other addresses as shall be given in writing by any party to the others):

Smith:

with a copy to:

Jones:

with a copy to:

11. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and each of their respective heirs, executors, administrators, personal representatives, legal successors, subsidiaries, affiliates, parents, underwriters, insurers, officers, directors, shareholders, agents and employees.

12. Without limiting any of the obligations set forth in this Agreement, Smith and Jones each agree to fully cooperate in the orderly, proper and lawful, routine, and administrative winding up the Firm and agree to promptly take whatever steps are reasonably necessary including but not limited to promptly executing any and all documents required to effectuate its winding up. The cost of such routine and administrative winding up shall be paid exclusively by Smith.

13. Each party shall bear his or its own attorneys' fees and other costs connected with the Action. In the event of a breach of this Agreement, however, the prevailing party shall in addition to other damages be entitled to reasonable attorneys' fees and other costs.

14. The parties acknowledge that they have been represented by independent legal counsel of their own choice throughout all negotiations that preceded the execution of this Agreement and that they have executed this Agreement with the consent and advice of counsel, that they have read this Agreement and fully understand the contents thereof; and that they have executed this Agreement willingly, as the result of their own free acts.

15. This Agreement contains the entire agreement and understanding of the parties concerning the subject matter hereof and supersedes all prior negotiations and agreements, written and oral, between the parties. In entering into this Agreement, no party to this Agreement is relying upon any representation made by anyone, except as expressly set forth in this Agreement.

16. This Agreement may be executed in counterparts each of which when executed shall be an original and all of which shall constitute one and the same Agreement.

17. This Agreement shall in all respects be interpreted and governed by the laws of the State of . Jurisdiction over this Agreement shall be retained by Judge of the Court, State of , County of .

In Witness Whereof, the parties hereto have caused this Agreement to be executed on the day and year first written above.

STATE OF ) ) SS:

COUNTY OF )

I the undersigned, a notary public in and for said county and state, do hereby certify that John Smith is personally known to me to be the same person whose name is subscribed to the foregoing instrument as such name appears before me this day of 20 in person and acknowledged that he signed, sealed and delivered said instrument as his free and voluntary act.

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STATE OF ) ) SS:

COUNTY OF )

I the undersigned, a notary public in and for said county and state, do hereby certify that Robert Jones is personally known to me to be the same person whose name is subscribed to the foregoing instrument as such name appears before me this day of 20. in person and acknowledged that he signed, sealed and delivered said instrument as his free and voluntary act.

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