Compromise Settlement Agreement

Compromise Settlement Agreement

This Compromise Settlement Agreement (the Agreement) is made and entered into as of by and between Claimant Name: , with address: (Claimant), and Respondent Name: , with address: (Respondent).

RECITALS

WHEREAS, Claimant asserts certain claims, demands, causes of action or liabilities arising out of or related to (the Dispute);

WHEREAS, Respondent disputes the validity of the Dispute but desires to avoid the expense, delay and uncertainty of litigation; and

WHEREAS, the parties desire to resolve all matters between them on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby 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, actions, causes of action, liabilities, obligations, damages, losses, costs and expenses, whether known or unknown, suspected or unsuspected, asserted or unasserted, arising out of or relating to the Dispute through the Effective Date.

2. SETTLEMENT CONSIDERATION AND PAYMENT

In full and final settlement of all claims described in the Recitals, Respondent agrees to pay Claimant the total sum of (Settlement Amount), subject to the terms below.

3. RELEASE BY CLAIMANT

Upon receipt by Claimant of the Settlement Amount in accordance with Section 2, Claimant, for itself and its heirs, executors, administrators, agents, representatives, insurers, attorneys and assigns, does hereby fully, finally and forever release and discharge Respondent and its past and present officers, directors, employees, agents, successors and assigns (collectively, the Released Parties) from any and all Released Claims. This Release is intended to be as broad and comprehensive as permitted by law.

4. NO ADMISSION OF LIABILITY

The parties acknowledge and agree that this Agreement is a compromise of disputed claims and that neither the execution nor the performance of this Agreement shall be construed as an admission of liability, fault or wrongdoing by any party, all such liability being expressly denied.

5. MUTUAL RELEASE (IF APPLICABLE)

If mutual release is intended, indicate here. Mutual Release: The parties hereby mutually release each other from any and all claims related to the Dispute through the Effective Date.

6. CONFIDENTIALITY

Except as required by law, neither party shall disclose the terms of this Agreement to any third party without the prior written consent of the other party. The confidentiality obligation shall continue for a period of from the Effective Date.

7. DISMISSAL AND COVENANT

Upon receipt of the Settlement Amount, Claimant agrees to execute and file with the appropriate tribunal a stipulation or notice of dismissal with prejudice of all claims resolved by this Agreement within days.

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement, that the person signing on its behalf is duly authorized, and that no additional approvals are required. Each party further represents that it has not assigned, transferred or encumbered any right or claim released by this Agreement.

9. TAXES

Each party shall be responsible for its own taxes and reporting obligations arising from the amounts paid under this Agreement. If any tax withholding is required by law, the paying party shall withhold the required amount and provide documentation of such withholding upon request.

10. INDEMNIFICATION

Each party shall indemnify and hold harmless the other party from and against any losses, damages, liabilities or expenses (including reasonable attorneys' fees) arising from any breach of this Agreement by the indemnifying party.

11. NOTICES

All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be delivered to the parties at their addresses set forth below or to such other address as a party may designate by written notice in accordance with this Section.

12. 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.

13. ENTIRE AGREEMENT

This Agreement constitutes 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.

14. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties. No waiver of any breach shall constitute a waiver of any subsequent breach.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to substitute a valid provision that best effectuates the parties' intent.

16. 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. Signatures delivered by electronic means shall be binding.

17. ATTORNEY FEES

In the event of any dispute regarding the enforcement of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs from the non-prevailing party.

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