Divans-Negron Legal Document

DIVANS-NEGRON LEGAL DOCUMENT

This Settlement and Release Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Party A Name: (Entity Type: Individual Corporation ), with principal address: ("Divans"), and Party B Name: (Entity Type: Individual Corporation ), with principal address: ("Negron").

RECITALS

WHEREAS, disputes and claims have arisen between Divans and Negron concerning certain matters described as: ; and

WHEREAS, the parties desire to settle and finally resolve all disputes, claims and causes of action between them without admission of liability and upon the terms and conditions set forth herein; and

WHEREAS, the parties acknowledge that this Agreement is entered into voluntarily, with full knowledge of its terms, and after consultation with counsel or the opportunity to consult counsel.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings assigned below. "Claims" means any and all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions and liabilities of every kind and nature, whether known or unknown, suspected or unsuspected, arising before the Effective Date.

2. SETTLEMENT CONSIDERATION

In full and final settlement of all Claims, Divans shall pay to Negron the sum of $ (the "Settlement Amount") payable as follows: . Payment of the Settlement Amount in accordance with this Agreement shall be a material condition to the releases provided herein.

3. MUTUAL RELEASE

Effective upon receipt in cleared funds of the Settlement Amount, and except as otherwise expressly provided in this Agreement, each party, on behalf of itself and its past and present affiliates, subsidiaries, officers, directors, employees, agents, attorneys, insurers, successors and assigns, hereby fully and forever releases and discharges the other party and its respective affiliates, subsidiaries, officers, directors, employees, agents, attorneys, insurers, successors and assigns from any and all Claims, whether known or unknown, asserted or unasserted, that the releasing party has or may have against the released parties as of the Effective Date.

4. CONFIDENTIALITY

The parties agree that the terms and existence of this Agreement and any discussions or communications leading up to it shall be kept confidential and shall not be disclosed to any third party, except to the extent disclosure is required by law, regulation, or a court order, or to each party's legal or financial advisors who agree to maintain confidentiality. Any permitted disclosure must be limited to information reasonably necessary for the purpose of such disclosure.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the person executing this Agreement on its behalf is duly authorized; and (c) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms.

6. COVENANTS

Each party covenants that it shall not commence, maintain or prosecute any action or other proceeding against the other party in respect of any Claim released by this Agreement. The parties further agree to execute such additional documents and take such further actions as may be reasonably necessary to effectuate the intent of this Agreement.

7. INJUNCTIVE RELIEF

Each party acknowledges that a breach of the confidentiality provisions or other material obligations of this Agreement may cause irreparable harm for which monetary damages may be an inadequate remedy and that, in addition to any other remedies available at law or in equity, the non-breaching party shall be entitled to seek injunctive relief to prevent such breach.

8. NOTICES

All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given when delivered personally, sent by certified mail (return receipt requested), or by overnight courier, addressed as follows:

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State selected by the parties: , without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that State for any dispute arising out of or relating to this Agreement.

10. 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, of the parties.

11. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

12. AMENDMENT; WAIVER; COUNTERPARTS

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

13. TAXES AND EXPENSES

Each party shall bear its own fees, costs and expenses incurred in connection with the negotiation, preparation and execution of this Agreement, including attorneys' fees, unless otherwise expressly agreed in writing. Any tax liability arising from the Settlement Amount or payments hereunder shall be the responsibility of the payee unless otherwise stated.

14. FURTHER ASSURANCES

Each party agrees to execute and deliver such further documents and to take such further actions as may be reasonably necessary to give full effect to the provisions and intent of this Agreement.

ADDITIONAL TERMS

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