Business Dispute Document

BUSINESS DISPUTE AND SETTLEMENT AGREEMENT

This Business Dispute and Settlement Agreement ("Agreement") is entered into as of , by and between:

Claimant Name: Claimant Business Name:

Respondent Name: Respondent Business Name:

WHEREAS

WHEREAS, Claimant alleges that Respondent breached certain contractual and/or commercial obligations arising out of transactions between the parties and seeks monetary and/or equitable relief;

WHEREAS, Respondent denies liability for certain claims as alleged by Claimant but wishes to resolve the dispute without further litigation or arbitration to avoid the expense and uncertainty of continued proceedings;

WHEREAS, the parties desire to document the terms under which the dispute will be resolved and any continuing obligations between them.

SCOPE OF DISPUTE AND CLAIMS

SCOPE OF WORK

SETTLEMENT, PAYMENT TERMS AND RELEASE

Settlement Amount (total): $

First payment due on:

Late fee for missed payments:

Upon receipt of all payments described above, each party shall execute a mutual release of claims limited to matters expressly identified in the recitals and the description of dispute, and the parties shall be responsible for their own attorneys' fees and costs except as otherwise provided herein.

The parties acknowledge that this Agreement effects a full and final release of all claims arising from the matters described above, except for obligations specifically reserved by this Agreement.

TERM AND TERMINATION

Agreement Start Date:

Agreement End Date (if applicable):

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period set forth above following written notice specifying the breach.

CONFIDENTIALITY

The parties agree that the terms of this Agreement, the settlement amount, and all communications made in furtherance of settlement negotiations are confidential and shall not be disclosed to any third party except as required by law or with the prior written consent of both parties. Each party shall take reasonable steps to preserve the confidentiality of the other party's proprietary information and trade secrets disclosed in connection with this Agreement.

Parties acknowledge and agree to the confidentiality obligations set forth above.

DISPUTE RESOLUTION

The parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation and, if necessary, non-binding mediation. If the dispute is not resolved within 60 days following written notice of the dispute, the dispute shall be submitted to binding arbitration in accordance with the parties' agreement to arbitrate, and judgment upon the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction.

The parties agree that arbitration shall be the exclusive forum for resolution of disputes arising under this Agreement, except that a party may seek injunctive or other provisional relief in a court of competent jurisdiction to protect its confidential information or proprietary rights.

GOVERNING LAW; ATTORNEYS' FEES

This Agreement shall be governed by and construed in accordance with the laws of the State of , without giving effect to conflict of law principles. In the event of any action to enforce this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs as determined by the arbitrator or court.

ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

MISCELLANEOUS

No amendment to this Agreement will be effective unless in writing and signed by authorized representatives of both parties. Signatures transmitted by electronic means shall be binding for all purposes.

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