Accord Settlement Agreement

ACCORD SETTLEMENT AGREEMENT

This Accord Settlement Agreement (the Agreement) is entered into as of by and between Client Name: , an entity type: Corporation LLC Individual and Respondent Name: , an entity type: Corporation LLC Individual.

RECITALS

WHEREAS, Claimant alleges that certain claims, causes of action, or disputes arose from or relating to (the Dispute); and

WHEREAS, Respondent denies liability and any wrongdoing but is willing to enter into a negotiated settlement to avoid the burden, expense and uncertainty of continued litigation; and

WHEREAS, the parties desire to fully, finally and forever settle and resolve all claims between them on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Released Claims" means any and all claims, demands, causes of action, suits, liabilities, obligations, damages, losses, costs and expenses, whether known or unknown, fixed or contingent, asserted or unasserted, which relate to the Dispute described above.

2. SETTLEMENT PAYMENT

Respondent shall pay to Claimant the sum of $ (Settlement Amount) as full consideration for the releases and covenants herein. The Settlement Amount shall be paid by to no later than .

3. PAYMENT MECHANICS

If payment is to be made to an escrow agent, the escrow agent shall be and the escrow instructions shall be mutually agreed and executed by the parties prior to funding. All payments shall be made in United States dollars and shall be deemed made when received in cleared funds.

4. RELEASES

Upon receipt of the Settlement Amount in full, Claimant, on behalf of itself, its heirs, assigns, agents, attorneys and anyone claiming through it, releases and forever discharges Respondent and its past and present parents, subsidiaries, affiliates, officers, directors, employees, agents, insurers and attorneys (Released Parties) from all Released Claims.

5. MUTUAL RELEASE

Except as otherwise expressly provided in this Agreement, each party hereby releases the other party from any claims arising out of the Dispute through the effective date of this Agreement, provided that this mutual release shall not apply to obligations set forth in this Agreement or to claims for breach of this Agreement.

6. CONFIDENTIALITY

The parties agree to keep the terms, amount and existence of this Agreement strictly confidential, except as required by law or to enforce this Agreement. Confidential disclosures permitted under this paragraph shall be limited to counsel, accountants, and insurers on a need-to-know basis, provided such persons agree to maintain confidentiality.

7. NON-ADMISSION

The parties acknowledge and agree that this Agreement is a compromise of disputed claims and the payment and performance provided for herein shall not be construed as an admission of liability, wrongdoing or fault by any party.

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full authority to enter into this Agreement; that no other persons are entitled to any part of the Settlement Amount; and that it will not transfer, assign or encumber its rights under this Agreement except as provided herein.

9. TAX MATTERS

Each party shall bear its own tax liabilities arising from the Settlement Amount unless otherwise required by applicable law. The parties shall cooperate to determine tax reporting responsibilities and shall provide each other with required tax forms reasonably promptly upon request.

10. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, damages, losses or expenses (including reasonable attorneys' fees) arising out of any breach of the indemnifying party's representations, warranties or covenants in this Agreement.

11. COVENANTS

Each party covenants that it shall not initiate any further litigation, arbitration or other proceeding against the other party with respect to the Released Claims and that it will promptly dismiss with prejudice any pending actions related to the Dispute upon receipt of the Settlement Amount.

12. NOTICES

Notices shall be in writing and delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses set forth above or to such other address as a party may designate by written notice pursuant to this Section.

13. AMENDMENT; WAIVER

This Agreement may be amended or modified only by a written instrument signed by both parties. No waiver of any breach or default shall be effective unless in writing and signed by the party granting the waiver.

14. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be binding and treated as original signatures for all purposes.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of laws principles.

16. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral. If any provision of this Agreement is held to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.

MISCELLANEOUS

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