Claims Settlement EULA

CLAIMS SETTLEMENT END USER LICENSE AGREEMENT

This Claims Settlement End User License Agreement ("Agreement") is made and entered into as of Effective Date: by and between Claimant Name: (hereinafter "Claimant") and Licensor Name: (hereinafter "Licensor"). Claimant and Licensor are sometimes referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Claimant has asserted certain claims, demands or causes of action against Licensor relating to the facts and circumstances described in Claim Description: ; and

WHEREAS, Licensor denies liability for the asserted claims but desires to resolve and fully settle those matters without further expense or delay; and

WHEREAS, as part of the settlement, the Parties wish to set forth the terms under which Claimant will receive consideration and the Parties will exchange releases and a limited license to Licensed Materials as set forth below.

NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Claims" means any and all actions, suits, causes of action, claims, demands, obligations, liabilities, and damages whether known or unknown, asserted or unasserted, arising out of or relating to the matters described in Claim Description Summary above.

1.2 "Released Parties" means Licensor and its past and present parents, subsidiaries, affiliates, officers, directors, employees, agents, successors and assigns.

1.3 "Licensed Materials" means the software, documentation, content, or other deliverables identified as Licensed Materials Description: and any updates or patches provided under this Agreement.

2. SETTLEMENT PAYMENT

2.1 Payment. In full and final settlement of the Claims, Licensor shall pay to Claimant a gross settlement amount of (USD) in accordance with the schedule set forth in Section 2.2.

2.2 Payment Schedule. Licensor will deliver payment by Payment Method: to Remittance Details: within days following Effective Date.

3. RELEASE OF CLAIMS

3.1 General Release. Upon receipt of the full Settlement Payment described in Section 2, Claimant, on behalf of Claimant and Claimant's heirs, executors, administrators, agents, successors and assigns, hereby fully, finally and forever releases and discharges the Released Parties from any and all Claims arising from events or facts occurring on or before the Effective Date, including but not limited to statutory, contract, tort, equitable and other claims, whether known or unknown.

3.2 No Admission. The Parties acknowledge that this Agreement constitutes a compromise of disputed claims and that neither the payment nor any terms of this Agreement shall be construed as an admission of liability by any Released Party.

4. LICENSE GRANT AND TERMS

4.1 Grant. Subject to the terms and conditions of this Agreement and in consideration of the Settlement Payment and the mutual releases contained herein, Licensor grants to Claimant a personal, non-exclusive, non-transferable, non-sublicensable license to use the Licensed Materials solely for Claimant's internal, non-commercial use during the License Term.

4.2 License Term and Territory. The license granted herein shall commence on the Effective Date and shall continue for License Term (months): months, worldwide.

4.3 Restrictions. Claimant shall not (a) copy, modify, translate, or create derivative works of the Licensed Materials except as expressly permitted in writing by Licensor; (b) decompile, reverse engineer or attempt to discover source code; (c) sublicense, distribute, sell or transfer rights to third parties; or (d) remove or alter any proprietary notices contained in the Licensed Materials.

5. CONFIDENTIALITY

5.1 Confidential Information. For purposes of this Agreement, "Confidential Information" means non-public information disclosed in connection with this settlement, including settlement terms, business information, technical data and trade secrets. Each Party shall protect Confidential Information of the other Party with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

5.2 Exceptions. Confidential Information does not include information that (a) becomes public through no breach by the receiving Party; (b) was already known to the receiving Party without restriction; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving Party.

6. REPRESENTATIONS, WARRANTIES AND COVENANTS

6.1 Mutual Representations. Each Party represents and warrants that it has full authority to enter into this Agreement and that this Agreement is binding and enforceable against it in accordance with its terms.

6.2 Claimant's Representations. Claimant represents and warrants that Claimant has not assigned, transferred or conveyed any rights in the Claims to any third party and that Claimant has full authority to execute the releases set forth herein.

7. INDEMNIFICATION

7.1 Claimant Indemnity. Claimant agrees to indemnify, defend and hold harmless the Released Parties from and against any third party claims arising out of Claimant's breach of the representations, warranties, covenants, or license restrictions contained in this Agreement.

7.2 Procedure. The indemnified Party will promptly notify the indemnifying Party of any claim and will permit the indemnifying Party to assume defense and settlement, provided that the indemnifying Party may not settle any claim that imposes any obligation or liability on the indemnified Party without the indemnified Party's prior written consent.

8. TAXES AND WITHHOLDING

8.1 Taxes. Each Party shall be responsible for its own taxes and withholdings arising from the payments or transactions under this Agreement unless otherwise required by applicable law. Claimant shall provide any tax forms reasonably requested by Licensor to facilitate payment.

9. NOTICES

Notices shall be in writing and delivered by hand, certified mail (return receipt requested), or overnight courier to the addresses set forth above or to such other address as a Party may designate by notice. Notices shall be effective upon receipt.

10. MISCELLANEOUS

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to its conflicts of law principles.

10.2 Entire Agreement. This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

10.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

10.4 Amendments and Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. The failure of either Party to enforce any right shall not be deemed a waiver of that right.

10.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Facsimile, electronic image or other reproduction of an executed signature page shall be binding.

11. REPRESENTATIVE INFORMATION

12. ENTITY STATUS

Claimant Entity Type: Individual Corporation LLC

Licensor Entity Type: Individual Corporation LLC

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