Confidential Settlement Agreement

CONFIDENTIAL SETTLEMENT AGREEMENT

THIS CONFIDENTIAL SETTLEMENT AGREEMENT (this "Agreement") is made and entered into effective as of by and between Settling Party Name: (hereinafter "Settling Party"), an entity organized as: Individual Corporation Limited Liability Company Partnership with principal place of business at ; and Counterparty Name: (hereinafter "Counterparty"), an entity organized as: Individual Corporation Limited Liability Company Partnership with principal place of business at .

RECITALS

WHEREAS, a dispute has arisen between Settling Party and Counterparty concerning certain claims, demands, and causes of action arising out of or related to the matters described in Exhibit A attached hereto (the "Dispute"); and

WHEREAS, the parties desire to settle and resolve fully and finally all claims, controversies, and disputes between them on the terms and conditions set forth in this Agreement, and to keep the terms and existence of the settlement confidential; and

WHEREAS, the parties acknowledge that this Agreement is the product of negotiation and that neither party admits liability or fault by entering into this Agreement.

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

1. DEFINITIONS

1.1. "Claims" means any and all claims, demands, liabilities, obligations, damages, actions, causes of action, rights, suits, losses, costs and expenses (including reasonable attorneys' fees and costs) that have been or could have been asserted by either party arising out of the Dispute.

2. SETTLEMENT PAYMENT AND TERMS

2.1. In full and final settlement of all Claims, Settling Party shall pay to Counterparty the aggregate sum of $ (the "Settlement Amount") according to the following schedule: payment in full by .

2.2. If any installment of the Settlement Amount is not paid when due, interest shall accrue at the lesser of 8% per annum or the maximum rate permitted by law, and the non-defaulting party shall be entitled to collect reasonable attorneys' fees and costs incurred to enforce payment.

3. CONFIDENTIALITY

3.1. The parties agree that the terms of this Agreement, the Settlement Amount, and any facts relating to settlement negotiations shall be kept strictly confidential and shall not be disclosed to any third party except as provided in Section 3.2 or as required by law.

3.2. Notwithstanding Section 3.1, disclosure is permitted to the extent reasonably necessary (a) to enforce this Agreement, (b) to obtain legal, tax or financial advice from counsel, accountants, or investment advisors who are bound to maintain confidentiality, or (c) as required by law or valid legal process, provided that the disclosing party gives prompt written notice to the other party and cooperates to seek a protective order or other appropriate remedy.

3.3. The parties acknowledge that a breach of this Section 3 may cause irreparable harm for which monetary damages would be inadequate and that the non-breaching party shall be entitled to seek injunctive relief in addition to any other remedies.

4. MUTUAL RELEASE

4.1. Upon receipt by Counterparty of the Settlement Amount in full, each party hereby releases and forever discharges the other party and its officers, directors, employees, agents, successors and assigns from all Claims, known or unknown, asserted or unasserted, that arise out of or relate to the Dispute.

4.2. The parties expressly waive any rights under applicable statutes or common law that would limit the effect of a general release to Claims of which the releasing party is then aware or suspects, including any rights under any statute commonly referred to as a "unknown claims" or "blind release" statute, to the extent such waiver is valid and enforceable.

5. REPRESENTATIONS AND WARRANTIES

5.1. Each party represents and warrants that it has the full power and authority to enter into this Agreement, that the person signing below is duly authorized to execute this Agreement on its behalf, and that this Agreement constitutes a valid and binding obligation enforceable against such party in accordance with its terms.

5.2. Each party further represents that it has not assigned any Claims released by this Agreement and that there are no liens or encumbrances that would impair the effectiveness of the releases granted herein.

6. NO ADMISSION

6.1. This Agreement is entered into solely for the purpose of compromising disputed claims. Nothing contained in this Agreement shall be construed as an admission of liability, fault or wrongdoing by any party.

7. TAXES

7.1. Each party shall bear its own tax liabilities and shall be solely responsible for any taxes assessed against it arising from the receipt or payment of the Settlement Amount, except as otherwise required by applicable law. Each party shall provide any required tax documentation reasonably requested by the other party.

8. NOTICES

8.1. All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered in person, sent by certified mail, return receipt requested, or by nationally recognized overnight courier, to the addresses set forth above or to such other address as a party may designate by written notice.

9. ENFORCEMENT; SPECIFIC PERFORMANCE

9.1. The parties agree that monetary damages may not be a sufficient remedy for breach of the confidentiality obligations and that the non-breaching party shall be entitled to seek injunctive or other equitable relief to enforce this Agreement in addition to any other remedies available at law or in equity.

10. ATTORNEYS' FEES AND COSTS

10.1. If any party brings an action to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs incurred in connection with such enforcement, in addition to any other relief granted.

11. AMENDMENT; WAIVER; COUNTERPARTS

11.1. This Agreement may be amended only by a writing signed by both parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought.

11.2. 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. Electronic signatures, including facsimile or PDF-signed copies, shall be binding and enforceable.

12. GOVERNING LAW

12.1. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law.

13. ENTIRE AGREEMENT; SEVERABILITY

13.1. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral.

13.2. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall negotiate in good faith to replace any invalid provision with a valid provision that effectuates the parties' intent.

14. MISCELLANEOUS

14.1. No assignment of this Agreement or any rights hereunder may be made without the prior written consent of the non-assigning party, except that either party may assign this Agreement to an affiliate or successor in interest without consent upon prior written notice to the other party.

14.2. The headings used in this Agreement are inserted for convenience only and shall not affect the interpretation of this Agreement.

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