Draft Settlement Agreement Form

Draft Settlement Agreement

This Settlement Agreement (the "Agreement") is made and entered into as of the by and between Client Name: , whose principal address is ("Claimant"), and Respondent Name: , whose principal address is ("Respondent"). Claimant and Respondent are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Claimant alleges certain claims arising out of events and transactions described as: (the "Claims");

WHEREAS, Respondent denies liability for the Claims but desires to resolve and avoid further expense, delay and uncertainty of litigation on the terms and conditions set forth herein; and

WHEREAS, the Parties wish to memorialize the full and final settlement and mutual release of the Claims without admission of liability.

NOW, THEREFORE, in consideration of the mutual covenants, promises and releases 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: "Claims" means all past, present and future claims, demands, suits, causes of action, obligations, damages, losses, liabilities, costs and expenses (including reasonable attorneys' fees) known or unknown, asserted or unasserted, that arise out of or relate to the matters described in the recitals above; "Effective Date" means the date set forth in the opening paragraph.

2. SETTLEMENT PAYMENT

In full and final settlement of the Claims, Respondent shall pay to Claimant the gross sum of $ (the "Settlement Amount") on or before . Payment shall be made by wire transfer, check or other agreed method to:

If payment is to be held in escrow, the Parties shall appoint: and agree the escrow instructions shall be consistent with this Agreement.

3. RELEASE BY CLAIMANT

Upon receipt of the Settlement Amount in full, Claimant, on behalf of Claimant and Claimant's heirs, executors, administrators, successors and assigns, hereby fully and forever releases and discharges Respondent and its past and present officers, directors, employees, agents, insurers, subsidiaries, affiliates, successors and assigns (collectively, the "Released Parties") from any and all Claims, whether known or unknown, suspected or unsuspected, asserted or unasserted, that arise out of or relate to the matters described in the recitals above.

4. RELEASE BY RESPONDENT

In consideration of the promises herein, Respondent hereby releases Claimant and Claimant's respective officers, directors, employees, agents and affiliates from any claims arising out of the matters specifically negotiated in this Agreement. This release is intended to be mutual and reciprocal to the extent applicable.

5. CONFIDENTIALITY

Except as required by law, regulation or valid subpoena, the Parties shall keep the terms, amount, and existence of this Agreement strictly confidential and shall not disclose such information to any third party other than counsel, tax advisors, accountants, insurers, or as necessary to effectuate the terms of this Agreement, each of whom shall be informed of the confidential nature of this Agreement and shall agree to maintain confidentiality.

Notwithstanding the foregoing, either Party may disclose the terms of this Agreement to enforce its rights hereunder or as required to carry out tax reporting obligations.

6. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that: (a) it has full power and authority to enter into and perform this Agreement; (b) the person signing on behalf of the Party is authorized to bind that Party; and (c) the execution, delivery and performance of this Agreement will not violate any agreement to which such Party is a party.

7. TAXES

Each Party shall bear its own tax obligations arising from the Settlement Amount. To the extent any taxes, withholdings or other governmental charges are imposed upon any payment under this Agreement, the Party responsible for payment shall provide reasonable documentation to the other Party. Claimant shall provide any required taxpayer identification documentation prior to payment.

8. COSTS AND ATTORNEYS' FEES

Except as otherwise expressly provided in this Agreement, each Party shall bear its own costs and attorneys' fees incurred in connection with the Claims and the negotiation and execution of this Agreement. Any allocation of fees specifically agreed by the Parties shall be set forth in writing and attached hereto.

9. INJUNCTIVE RELIEF

The Parties agree that a breach of the confidentiality obligations or of the releases contained in this Agreement would cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies, the Parties shall be entitled to injunctive relief to prevent or curtail any actual or threatened breach.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses below or to such other address as a Party designates by written notice:

11. GOVERNING LAW

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

12. ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, oral or written.

13. 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.

14. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may not be amended except by a written instrument signed by both Parties. No waiver of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic transmission shall be deemed original signatures.

15. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect its interpretation. The Parties acknowledge that they have had an opportunity to be represented by counsel of their choice and that they enter into this Agreement voluntarily and with full knowledge of its terms.

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