Legal ARD Document

LEGAL ARD DOCUMENT

This Legal ARD Document (the "Agreement") is entered into as of by and between Client Name: , with primary contact address at , and Service Provider Name: , with primary contact address at . Each of the foregoing is referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, a dispute or potential claim has arisen between the Parties concerning the matters described as: (the "Dispute");

WHEREAS, the Parties wish to avoid the expense, uncertainty, and delay of litigation and to set forth agreed procedures for alternative resolution, settlement, disposition of claims, and any attendant obligations and releases; and

WHEREAS, the Parties desire to memorialize agreed remedies, confidentiality obligations, and an enforceable framework for resolution (the "ARD Process") without prejudice to the Parties' rights except as expressly released herein.

NOW, THEREFORE, in consideration of the mutual covenants, agreements, and releases contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "ARD" means this Agreement for Alternative Resolution and Disposition, including any scheduled mediation, arbitration, settlement payments, releases, and confidentiality obligations set forth herein.

1.2 "Claim" means any and all demands, actions, causes of action, suits, liabilities, obligations, losses, damages, costs and expenses, whether known or unknown, asserted or unasserted, arising from or relating to the Dispute.

2. SCOPE OF RESOLUTION; RELEASE

2.1 Settlement Agreement. Subject to the terms of this Agreement, the Parties agree to the settlement and remedy terms set forth in Section 4. Upon satisfaction of any conditions precedent specified in Section 4, each Party, on behalf of itself and its affiliates, agents, employees, successors and assigns, fully and finally releases and discharges the other Party from all Claims asserted or that could have been asserted relating to the Dispute through the Effective Date.

2.2 Reservation of Rights. Notwithstanding the general release in Section 2.1, nothing in this Agreement shall release any rights or obligations arising after the Effective Date, nor shall it operate to waive rights to enforce this Agreement's terms.

3. ALTERNATIVE DISPUTE RESOLUTION PROCEDURE

3.1 Good-Faith Negotiation. The Parties shall first attempt in good faith to resolve any dispute arising under this Agreement through direct negotiation between authorized representatives for a period of days following written notice of such dispute.

3.2 Mediation. If direct negotiation is unsuccessful, the Parties agree to submit the dispute to mediation with a mutually agreed neutral mediator. Selection: Mediation required prior to arbitration.

3.3 Arbitration. Should mediation fail to resolve the dispute, the Parties agree to submit the dispute to binding arbitration administered by a neutral arbitrator selected by mutual agreement. The arbitration shall be conducted under rules of commercial arbitration, and the arbitrator shall have authority to award any remedy or relief that a court of competent jurisdiction could order, including specific performance, injunctive relief and attorneys' fees where authorized by applicable law.

4. SETTLEMENT CONSIDERATION AND CONDITIONS

4.1 Payment. In consideration of the release and other obligations herein, Provider shall pay to Client the sum of USD, payable as follows: .

4.2 Condition Precedent. The release described in Section 2.1 shall become effective upon receipt in cleared funds of the full amount described in Section 4.1 and satisfaction of any additional obligations expressly stated in this Agreement.

4.3 Payment Mechanism. Payments shall be made to the payee and at the address specified under Section 8 (Notices) unless the Parties otherwise specify in writing.

5. CONFIDENTIALITY

5.1 Confidential Information. Except as required by law, each Party shall keep confidential the terms of this Agreement, settlement amounts, and any information exchanged for the purpose of settlement. Disclosure is permitted to the extent necessary to enforce this Agreement or to financial and legal advisors who are bound to similar confidentiality obligations.

5.2 Exceptions. Confidentiality obligations do not apply to information that is (a) in the public domain other than by breach of this Agreement; (b) independently developed without use of confidential information; or (c) required to be disclosed by law, court order or governmental authority, provided the disclosing Party gives prompt written notice to the other Party where legally permissible.

6. REPRESENTATIONS AND WARRANTIES

6.1 Authority. Each Party represents and warrants that it has full power and authority to enter into and perform this Agreement, that the person signing on its behalf is duly authorized, and that the Agreement is a legal, valid and binding obligation enforceable against such Party in accordance with its terms.

6.2 No Other Agreements. Each Party represents that it has not assigned or otherwise transferred any Claim released herein and that it will not pursue any action inconsistent with the release and waiver contained in this Agreement.

7. INDEMNIFICATION

7.1 Indemnity. Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims arising out of the indemnifying Party's breach of this Agreement, negligence, willful misconduct, or misrepresentations, subject to applicable limitations of liability set forth in this Agreement.

8. NOTICES

Notices to Client:

Notices to Provider:

Notices shall be effective upon receipt when delivered personally, via nationally recognized overnight courier, or by electronic mail with confirmation of transmission, or five (5) business days after mailing by certified mail, return receipt requested, to the addresses set forth above or as updated by written notice pursuant to this Section.

9. AMENDMENT; WAIVER

9.1 Amendment. This Agreement may be amended or modified only by a written instrument signed by both Parties.

9.2 Waiver. No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right unless evidenced by a written waiver signed by the waiving Party.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of laws principles.

11. ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules attached hereto, 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.

12. SEVERABILITY

If any provision of this Agreement is determined to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect, and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the Parties' original intent.

13. COUNTERPARTS; EXECUTION

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. Signatures transmitted by electronic means (including scanned or photographed signatures) shall be binding as originals.

ADDITIONAL PROVISIONS

13.1 Tax Treatment. Each Party shall bear its own tax liabilities arising from amounts paid or received under this Agreement unless otherwise required by applicable law. The payor shall provide appropriate documentation for any payments upon request.

13.2 Cooperation. The Parties shall cooperate reasonably to effectuate the terms of this Agreement, including executing any further documents reasonably necessary to implement the settlement and releases.

ACKNOWLEDGMENT

The undersigned represent that they are authorized to execute this Agreement on behalf of the Party for whom they sign and that they understand and accept the legal consequences of the releases, covenants and obligations set forth herein.

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