Legal Compromise Offer

LEGAL COMPROMISE OFFER

This Legal Compromise Offer (the "Offer") is made as of by and between Offeror Name: (Offeror) and Offeree Name: (Offeree). Offeror Address: Offeree Address: .

RECITALS

WHEREAS, On or about , a dispute arose between the Parties relating to (the "Claim"); and

WHEREAS, the Parties desire to avoid the expense, uncertainty and delay of litigation and to settle and compromise all claims, demands, and causes of action that are or may be asserted by either Party arising out of or relating to the Claim on the terms set forth in this Offer.

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

1. DEFINITIONS

In this Offer, unless the context otherwise requires, capitalized terms have the following meanings:

"Claim" means the dispute described in the Recitals, including all known and unknown claims, demands, causes of action, liabilities, damages, costs and expenses arising out of or in any way related to the incident identified above.

2. OFFER TO COMPROMISE

Offeror hereby offers to pay Offeree, and Offeree is invited to accept, the total compromise sum of (the "Settlement Amount"), subject to the terms and conditions of this Offer, in full and final settlement of the Claim.

Payment shall be made in the following manner:

3. CONDITIONS PRECEDENT

The Offer is expressly conditioned upon: (a) Offeree's execution and delivery of a written Release in the form attached hereto or in substantially the same form as set forth in Section 4; (b) delivery to Offeror of any documentation required to effectuate payment; and (c) no material adverse change in the facts or law relevant to the Claim prior to acceptance of this Offer.

4. RELEASE AND COVENANT NOT TO SUE

Upon receipt of the Settlement Amount in accordance with Section 2, Offeree shall execute a full and final release (the "Release") releasing Offeror, and Offeror's past, present and future parents, subsidiaries, affiliates, agents, representatives, employees, insurers and attorneys, from any and all claims, demands, actions, causes of action, debts, liabilities, damages, costs and expenses, whether known or unknown, suspected or unsuspected, arising out of or in any way related to the Claim.

5. NO ADMISSION OF LIABILITY

The Parties acknowledge and agree that this Offer and any payment made pursuant to it are for the purpose of compromising disputed claims and shall not be construed as an admission of liability, fault, or wrongdoing by any Party.

6. CONFIDENTIALITY

Except as required by applicable law or to effectuate the terms of this Offer, the Parties agree to keep the terms, amounts and existence of this Offer confidential and not to disclose such information to any third party without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may disclose the terms to its legal counsel, tax advisors, insurers, or as required by court order.

7. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full power and authority to enter into this Offer, that the person executing this Offer on behalf of a Party is duly authorized to do so, and that, upon acceptance, this Offer will constitute a valid and binding obligation enforceable against such Party in accordance with its terms.

8. NOTICES

All notices, demands or communications required or permitted by this Offer shall be in writing and delivered to the Parties at the addresses set forth below (or at such other address as a Party may designate in writing pursuant to this Section). Notice shall be deemed given upon personal delivery, one business day after deposit with an overnight courier, or three business days after deposit in the United States mail, postage prepaid.

9. AMENDMENTS; WAIVER

This Offer may be amended or modified only by a written instrument signed by both Parties. No waiver of any provision of this Offer shall be effective unless in writing and signed by the Party against whom enforcement of the waiver is sought.

10. COUNTERPARTS

This Offer may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. A signature transmitted by electronic means shall be binding for all purposes.

11. GOVERNING LAW

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

12. ENTIRE AGREEMENT

This Offer constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous understandings, agreements, negotiations, and communications, whether written or oral.

13. SEVERABILITY

If any provision of this Offer is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired, and the Parties shall negotiate in good faith a substitute, valid provision that most nearly effects the Parties' original intent.

14. MISCELLANEOUS

The headings in this Offer are for convenience only and shall not affect the interpretation of this Offer. The Parties acknowledge that they have had the opportunity to obtain independent legal advice and that they enter into this Offer freely and voluntarily.

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