Dispute Resolution Letter

Dispute Resolution Letter and Settlement Agreement

Date:

Parties

RECITALS

WHEREAS, on the parties entered into an agreement identified as (the "Original Agreement"); and

WHEREAS, a dispute arose concerning resulting in claims by Party A against Party B; and

WHEREAS, the parties desire to resolve all disputes and differences between them on the terms set forth in this Dispute Resolution Letter and Settlement Agreement (the "Agreement").

SCOPE OF WORK / OBLIGATIONS

The parties agree as follows. The actions, deliverables and obligations to be performed by the parties to effectuate the resolution are described below.

PAYMENT TERMS

Settlement Amount: Parties acknowledge that Respondent shall pay Claimant the total sum of $ in full satisfaction of the claims described above.

Late Payment: Any installment not paid within days after its due date shall bear a late fee equal to of the overdue amount, together with interest at the lesser of the statutory rate or per annum calculated daily from the date due until paid in full.

TERM AND TERMINATION

Effective Date: This Agreement is effective as of the date set forth above and shall commence on and shall terminate on unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within days after written notice specifying the breach.

CONFIDENTIALITY

The parties agree that the terms, negotiations and existence of this Agreement are confidential and shall not be disclosed to any third party except to the extent disclosure is: (a) required by applicable law or compulsory legal process; (b) necessary to enforce the Agreement in a court or arbitration; or (c) made to a party's counsel, accountants or financial advisors who are bound to confidentiality. Any permitted disclosure shall be limited to the minimum required and the disclosing party shall use reasonable efforts to provide notice to the other party prior to disclosure.

RELEASE AND MUTUAL COVENANTS

Upon receipt of payment and satisfaction of the obligations set forth herein, Claimant shall execute a mutual release releasing Respondent from all claims arising from the dispute referenced in the Recitals through the Effective Date, except for claims arising from a party's breach of this Agreement. Each party represents that it has full authority to enter into this Agreement and that the signatory for each party is duly authorized to bind that party.

DISPUTE RESOLUTION PROCEDURE

The parties agree to attempt in good faith to resolve any dispute arising under or relating to this Agreement through the following procedure (select one):

Mediation (non-binding) Binding Arbitration Litigation in Court

If arbitration is selected, the parties agree that the arbitration shall be final and binding, conducted by a neutral arbitrator with experience in commercial disputes, and shall permit the award to include attorneys' fees where permitted by law. The arbitrator's award may be entered and enforced in any court of competent jurisdiction.

GOVERNING LAW

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

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, proposals and communications, whether oral or written. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties.

Each party acknowledges that it has read this Agreement, understands its terms, and executes it voluntarily and with full knowledge of its legal effect.

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