Legal Civil Case Document

LEGAL CIVIL CASE DOCUMENT

This Settlement Agreement and Mutual Release (the Agreement) is made and entered into as of Effective Date: by and between Plaintiff: and Defendant: in the action captioned in Court: Case Number: .

RECITALS

WHEREAS, Plaintiff commenced the civil action identified above alleging claims arising out of events occurring on or about , and the parties dispute liability, damages and other remedies; and

WHEREAS, the Parties wish to avoid the expense, inconvenience and uncertainty of further litigation and to settle and resolve fully and finally all claims, demands and causes of action that were or could have been asserted in the Action; and

WHEREAS, each Party has consulted with counsel and acknowledges that this Agreement is entered into voluntarily and without duress.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Action" means the civil action referenced in the opening paragraph; "Released Claims" means all claims, demands, suits, liabilities, and causes of action, known or unknown, which were or could have been asserted in the Action relating to the facts and circumstances alleged therein.

2. SETTLEMENT PAYMENT

Defendant agrees to pay Plaintiff the total amount of (Settlement Amount) according to the following schedule and method:

All payments shall be made payable to: and delivered to the address for notices set forth in Section 12.

3. RELEASE BY PLAINTIFF

In consideration of the Settlement Amount and other terms herein, Plaintiff hereby fully and forever releases and discharges Defendant, and its past and present parents, subsidiaries, affiliates, successors, assigns, insurers, attorneys, agents, officers, directors, employees and representatives (collectively Released Parties) from any and all claims, demands, liabilities, actions, causes of action, obligations, damages and expenses of any nature whatsoever, whether known or unknown, suspected or unsuspected, asserted or unasserted, that arise out of or relate to the facts, transactions or occurrences alleged in the Action up to the Effective Date.

4. RELEASE BY DEFENDANT

In consideration of the mutual covenants herein, Defendant hereby fully and forever releases and discharges Plaintiff and Plaintiff's agents, attorneys, insurers, successors and assigns from any and all claims, counterclaims, demands, actions and causes of action arising out of or relating to the Action through the Effective Date.

5. DISMISSAL

Within days after receipt by Plaintiff of the Settlement Amount in full, the Parties shall jointly file a stipulation of dismissal with prejudice as to all claims in the Action, with each Party to bear its own costs except as otherwise provided herein.

6. CONFIDENTIALITY

Except as required by law or court order, the Parties covenant and agree to keep the terms and existence of this Agreement confidential and not to disclose its terms to any third party, except as necessary to enforce this Agreement or to obtain professional, financial, or tax advice, in which case the recipient shall be instructed to maintain confidentiality.

7. NO ADMISSION OF LIABILITY

The Parties acknowledge and agree that this Agreement is a compromise of disputed claims and shall not be construed as an admission of liability, wrongdoing, fault, or violation of law by any Party. Neither this Agreement nor any document or communication related to it shall be admissible as evidence of liability in any proceeding except to enforce the terms of this Agreement.

8. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full authority to enter into this Agreement, that the person signing on its behalf is authorized to bind such Party, and that it has not assigned or transferred any interest in the claims released by this Agreement.

9. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against any loss, liability, cost or expense (including reasonable attorneys' fees) resulting from any breach of this Agreement by the indemnifying Party.

10. TAX ALLOCATION

Each Party shall be responsible for its own tax obligations arising from the Settlement Amount. To the extent tax reporting or withholding is required, the Parties agree to cooperate in good faith to satisfy such requirements. Any allocation of the Settlement Amount for tax purposes shall be as set forth here:

11. ATTORNEYS' FEES AND COSTS

Each Party shall bear its own attorneys' fees and costs incurred in connection with the Action and this Agreement, except as otherwise expressly provided in a separate written agreement between a Party and its counsel.

12. NOTICES

All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, by recognized overnight courier, or by certified mail, return receipt requested, to the addresses set forth below or to such other address as a Party designates by written notice.

13. GOVERNING LAW

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

14. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement among the Parties with respect to the settlement of the Action and supersedes all prior and contemporaneous agreements, negotiations, representations and understandings, oral or written, relating to the subject matter hereof.

15. SEVERABILITY

If any provision of this Agreement is determined to be invalid, illegal or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect.

16. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the waiving Party. 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.

17. ENFORCEMENT

In the event of a breach of this Agreement, the non-breaching Party shall be entitled to seek all remedies available at law or in equity, including specific performance and injunctive relief. The prevailing Party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys' fees and costs.

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