Legal Clear Agreement

LEGAL CLEAR AGREEMENT

This Legal Clear Agreement ("Agreement") is entered into as of Day: Month: Year: by and between Party A: , an organized under the laws of ; and Party B: , an organized under the laws of . Each of Party A and Party B may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Party A asserts certain claims, causes of action, and demands arising out of or relating to the matters described in the Description of Claims below; and

WHEREAS, Party B denies liability for the asserted claims but desires to resolve and finally settle any and all disputes, claims, and controversies between the Parties on the terms and conditions set forth herein; and

WHEREAS, the Parties wish to record the terms of their mutual release, covenant, and other undertakings in writing.

NOW THEREFORE, in consideration of the mutual covenants, promises, 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 following meanings: "Released Claims" means all claims, demands, liabilities, obligations, actions, causes of action, suits, debts, sums of money, accounts, covenants, contracts, controversies, agreements, promises, damages, judgments and executions, known or unknown, that arise out of or relate to the matters described in the Description of Claims. "Description of Claims" means the facts and matters set forth by Party A below.

2. RELEASE AND SETTLEMENT

2.1 Release by Party A. Subject to the terms and conditions of this Agreement, Party A hereby fully, finally, and forever releases and discharges Party B, and Party B's affiliates, agents, successors, assigns, officers, directors and employees (collectively "Released Parties"), from all Released Claims, whether known or unknown, asserted or unasserted, foreseen or unforeseen, that arise out of or relate to the matters described in the Description of Claims.

2.2 Release by Party B. In consideration of the releases and covenants provided by Party A, Party B releases and discharges Party A from any counterclaims arising out of the same matters, to the extent explicitly identified in schedule attached or described herein.

3. CONSIDERATION

In consideration for the releases and covenants in this Agreement, Party B shall pay Party A the sum of: $ (the "Settlement Payment"), subject to the following payment terms: . Receipt and sufficiency of the Settlement Payment are hereby acknowledged by Party A.

4. COVENANTS

4.1 No Further Claims. Each Party covenants not to institute any action or proceeding, legal or equitable, asserting Released Claims against the Released Parties.

4.2 Non-Admission. Neither this Agreement nor any act performed or document executed pursuant to this Agreement shall be construed as an admission of liability by any Party, all such liability being expressly denied.

5. REPRESENTATIONS AND WARRANTIES

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

6. CONFIDENTIALITY AND NON-DISPARAGEMENT

6.1 Confidentiality. Except as required by law, neither Party shall disclose the existence or terms of this Agreement to any third party, except to its legal counsel, tax advisors, or as required for enforcement of this Agreement. Any permitted recipient shall be informed of the confidentiality obligation and shall be bound to maintain confidentiality.

6.2 Non-Disparagement. The Parties agree not to make any false, disparaging, or derogatory statements regarding the other Party that are likely to harm the other Party's reputation, business or prospects.

7. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party and its affiliates from and against any and all claims, losses, damages, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of a breach by the indemnifying Party of any representation, warranty, covenant or obligation under this Agreement.

8. FURTHER ASSURANCES

Each Party agrees to execute and deliver such further documents and to take such further actions as may be reasonably necessary to carry out the intent and purpose of this Agreement.

9. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the Parties at the addresses set forth below (or to such other address that a Party may designate by notice to the other Party pursuant to this Section).

10. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment to this Agreement shall be effective unless it is in writing and signed by both Parties. No failure or delay by any Party in exercising any right under this Agreement shall operate as a waiver of that right. 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.

11. 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. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any action arising out of or relating to this Agreement.

12. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement and understanding 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. 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 thereby.

13. TAXES AND REPORTING

Each Party shall be responsible for its own tax obligations arising from the Settlement Payment or any other consideration provided under this Agreement. If any tax reporting is required by applicable law, the Parties shall cooperate to provide such reporting information as reasonably necessary.

14. ENFORCEMENT

In the event of a breach or threatened breach of this Agreement, the non-breaching Party shall be entitled to seek injunctive relief and any other remedies available at law or in equity, including specific performance, without the requirement of posting a bond.

Sign Now