Inconvenience Litigation Agreement

INCONVENIENCE LITIGATION AGREEMENT

This Inconvenience Litigation Agreement ("Agreement") is made and entered into as of the date set forth below by and between Client Name: whose address is (referred to herein as "Claimant"), and Respondent Name: whose address is (referred to herein as "Respondent"). Effective Date: .

RECITALS

WHEREAS, Claimant asserts that Claimant experienced inconvenience, disruption, or related non-economic loss arising from the incident described as: and associated with Case No.: ;

WHEREAS, Claimant and Respondent desire to resolve and settle all claims, known and unknown, arising from or related to the inconvenience described above without further litigation, subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties acknowledge that this Agreement is intended to avoid the delay, expense, and uncertainty of continued legal proceedings and to provide final and complete resolution of the matters described herein.

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. SETTLEMENT PAYMENT

Respondent agrees to pay Claimant a total settlement amount of $ (the "Settlement Amount") in full and final satisfaction of all claims released under this Agreement.

Payment shall be made no later than . If payment is made in installments, the schedule and amounts shall be:

2. RELEASE OF CLAIMS

In consideration of the Settlement Amount and the promises contained herein, Claimant, on behalf of Claimant and Claimant’s heirs, executors, administrators, successors, assigns, agents and representatives, hereby fully and finally releases and forever discharges Respondent and Respondent’s past and present parents, subsidiaries, affiliates, officers, directors, employees, agents, insurers, attorneys and representatives (collectively, the "Released Parties") from any and all claims, demands, causes of action, suits, liabilities, obligations, losses, damages, and expenses of any kind whatsoever, whether known or unknown, suspected or unsuspected, arising out of or related to the incident described in this Agreement through the Effective Date.

3. CONFIDENTIALITY

The parties agree that the terms and existence of this Agreement shall be confidential and shall not be disclosed to any third party except to the extent necessary to effectuate its terms or as required by law, regulation, or valid process of a court or governmental authority. Notwithstanding the foregoing, a party may disclose terms to its legal and financial advisors provided such persons are instructed to keep the information confidential.

Breach of the confidentiality provisions shall entitle the non-breaching party to injunctive relief and any other remedies available at law or in equity, including recovery of damages and attorneys' fees incurred in enforcing this provision.

4. COOPERATION; DISMISSAL

Claimant agrees to execute and deliver such documents and take such actions as reasonably requested by Respondent to effectuate dismissal with prejudice of any pending action related to the matters released herein within days following receipt of the Settlement Amount.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement; that the person executing this Agreement on behalf of a party is authorized to do so; and that neither this Agreement nor the performance hereunder will violate any other agreement to which the party is bound.

6. ATTORNEYS' FEES AND COSTS

Except as otherwise provided in a separate written agreement between a party and such party's counsel, each party shall bear its own attorneys' fees and costs incurred in connection with the matters resolved by this Agreement. If a party brings an action to enforce this Agreement and prevails, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs from the non-prevailing party.

7. TAXES

Each party shall be responsible for its own tax obligations arising from any payments under this Agreement. Claimant acknowledges that Respondent makes no representation regarding the tax treatment of any sums paid pursuant to this Agreement, and Claimant shall bear responsibility for any taxes that may be due.

8. NO ADMISSION OF LIABILITY

This Agreement and compliance with this Agreement shall not be construed as an admission of fault, wrongdoing, or liability by Respondent, and Respondent specifically denies any such liability.

9. INDEMNIFICATION

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

10. NOTICES

All notices and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid, addressed to the parties at their respective addresses set forth below or to such other address as a party may specify in writing.

11. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument signed by both parties. No waiver by any party of any breach or default hereunder shall be a waiver of any preceding or subsequent breach. 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 transmitted by electronic means shall be binding.

12. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

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. 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 be affected. 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.

13. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. The parties acknowledge that they have had the opportunity to seek independent legal counsel and that this Agreement has been negotiated by the parties with the assistance of counsel or after having had the opportunity to consult with counsel.

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