Legal CJ Letter

LEGAL CJ LETTER

This Legal CJ Letter (the "Letter") is entered into as of Effective Date: by and between Plaintiff Name: , a organized under the laws of , and Defendant Name: , a organized under the laws of (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Plaintiff asserts certain claims against Defendant arising from facts and transactions described in Plaintiff's complaint and related correspondence; and

WHEREAS, the Parties wish to resolve the asserted claims by agreeing to the entry of a Consent Judgment and related obligations as set forth in this Letter, without admission of liability by Defendant except as may be expressly stated herein; and

WHEREAS, the Parties intend that this Letter govern the terms of the Consent Judgment to be submitted to the court identified below for entry and enforcement.

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

1. DEFINITIONS

Capitalized terms used in this Letter have the meanings set forth below or elsewhere in this Letter. "Consent Judgment" means the judgment to be entered by the Court in the Action in substantially the form attached as Exhibit A to this Letter. "Action" means any pending or threatened litigation, claim, or proceeding between the Parties identified as: Court Name: , Docket/Case No.: .

2. ENTRY OF CONSENT JUDGMENT

2.1 Judgment Amount. Defendant shall pay to Plaintiff the total principal sum of $ (the "Judgment Amount") pursuant to the Payment Schedule below. Payment of interest, if any, shall accrue at the rate specified in the Consent Judgment or, if none is specified, at the statutory rate provided by applicable law.

2.2 Payment Schedule. Defendant shall make payments as follows:

2.3 Entry and Filing. Within days following full execution of this Letter, the Parties shall jointly submit the Consent Judgment to the Court for entry. Each Party shall cooperate in good faith to obtain prompt entry of the Consent Judgment without substantive modification that would materially alter the rights or obligations agreed herein.

3. RELEASE

3.1 Release by Plaintiff. Upon entry of the Consent Judgment and receipt of the Judgment Amount in accordance with the Payment Schedule, Plaintiff hereby releases and forever discharges Defendant and its affiliates, officers, directors, employees, agents, successors and assigns from all claims, demands, actions, causes of action, liabilities and damages known or unknown arising out of or related to the matters asserted in the Action through the Effective Date, except for obligations expressly preserved in this Letter.

3.2 Reservation of Rights. Nothing in this Letter shall be construed to release claims arising after the Effective Date or claims that by their nature cannot be released.

4. INJUNCTIVE RELIEF AND COMPLIANCE

Defendant agrees to comply with the covenants and affirmative obligations set forth in the Consent Judgment. If Plaintiff demonstrates to the Court a material breach of any covenant material to the relief, Plaintiff may seek equitable relief, including but not limited to specific performance and injunctive relief, and such relief shall not be deemed inconsistent with monetary recovery provided for in this Letter.

5. DEFAULT; REMEDIES

5.1 Event of Default. An Event of Default occurs if Defendant fails to make any payment when due, materially breaches any covenant contained in this Letter or the Consent Judgment, or otherwise fails to perform an obligation hereunder and fails to cure such breach within days after written notice from Plaintiff.

5.2 Remedies. Upon an Event of Default, Plaintiff shall be entitled to pursue all remedies at law and in equity, including acceleration of the full Judgment Amount, collection proceedings, entry of supplemental judgment, and recovery of reasonable attorneys' fees and costs incurred in enforcing this Letter and the Consent Judgment.

6. ATTORNEYS' FEES AND COSTS

If either Party incurs expenses, including reasonable attorneys' fees, to enforce the terms of this Letter or the Consent Judgment following an Event of Default, the prevailing Party shall be entitled to recover such fees and costs from the non-prevailing Party, to the extent permitted by applicable law.

7. CONFIDENTIALITY

Except as required by law or order of a court, the Parties agree that the terms and existence of this Letter and the Consent Judgment shall be kept confidential by the Parties and their counsel. Notwithstanding the foregoing, disclosure to a Party's accountants, insurers, lenders and professional advisors is permitted provided such recipients agree to be bound by confidentiality obligations no less protective than those contained herein.

8. NOTICES

All notices required or permitted under this Letter shall be in writing and delivered by personal service, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth below or to such other address as a Party may designate by notice.

9. AMENDMENT; WAIVER

No amendment or modification of this Letter shall be effective unless made in writing and signed by an authorized representative of each Party. Failure to enforce any provision of this Letter shall not be construed as a waiver of any subsequent breach of the same or any other provision.

10. COUNTERPARTS

This Letter may be executed in counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be legally binding for all purposes.

11. GOVERNING LAW

This Letter and the Consent Judgment shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

12. ENTIRE AGREEMENT; SEVERABILITY

This Letter, together with the Consent Judgment and any exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Letter is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed so as to give maximum effect to the Parties' intent.

13. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that (a) it has full power and authority to enter into and perform its obligations under this Letter; (b) the execution and delivery of this Letter and the performance of its obligations hereunder have been duly authorized by all necessary action; and (c) this Letter constitutes a legal, valid and binding obligation enforceable against such Party in accordance with its terms.

14. ENFORCEMENT AND COSTS

In addition to any recovery of attorneys' fees and costs, the prevailing Party in any action to enforce this Letter shall be entitled to recover all reasonable costs incurred in such enforcement, including fees for collection agents, court costs and expenses of expert witnesses where applicable.

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