Legal Court Document

Legal Court Document

This Stipulation and Settlement Agreement (the "Agreement") is entered into as of Effective Date: by and between Plaintiff: (hereinafter "Plaintiff") and Defendant: (hereinafter "Defendant"). The parties consent to the terms set forth below for the purpose of resolving all disputes arising out of the Action identified herein.

Recitals

WHEREAS, Plaintiff commenced an action styled in the Court identified above arising from the facts and claims described in the Complaint and related filings (the "Action"); and

WHEREAS, Defendant disputes liability and denies the allegations asserted by Plaintiff but desires to compromise and settle all claims alleged in the Action without admission of liability; and

WHEREAS, the parties have negotiated and agree to resolve the Action on the terms and conditions set forth in this Agreement.

NOW, THEREFORE

In consideration of the mutual covenants and promises contained herein 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 meanings set forth below: "Action" means the litigation identified in Court and Case Information; "Released Claims" means all claims, demands, causes of action, liabilities, and damages of every nature, whether known or unknown, asserted or unasserted arising out of or relating to the Action through the Effective Date.

2. Settlement Payment

Defendant shall pay to Plaintiff the total settlement amount of $ in accordance with the payment terms set forth below. Payment shall be made by the method specified by Plaintiff to the payee specified by Plaintiff and shall be delivered within calendar days following the Effective Date.

3. Release and Covenant Not to Sue

Upon receipt of the Settlement Payment as provided in Section 2, Plaintiff, on behalf of Plaintiff and Plaintiff's agents, heirs, successors and assigns, hereby fully and forever releases and discharges Defendant, and Defendant's past and present officers, employees, agents, insurers, successors and assigns, from the Released Claims. Plaintiff covenants not to institute, prosecute or maintain any action asserting Released Claims against any Released Party.

4. Confidentiality

The parties agree that the terms and existence of this Agreement are confidential and shall not be disclosed to any third party except as required by law, for tax or accounting purposes, or to professional advisors bound to maintain confidentiality. The confidentiality obligation shall continue for following the Effective Date.

5. Dismissal

Promptly after the Effective Date and in accordance with the Court's procedures, the parties shall file a stipulation or proposed order requesting that the Action be dismissed with prejudice as to Plaintiff's claims, each party to bear its own costs and attorneys' fees unless otherwise set forth in this Agreement. The dismissal shall be filed no later than .

6. Attorneys' Fees and Costs

Except as expressly provided herein, each party shall bear its own attorneys' fees and costs. If any provision of this Agreement obligates one party to pay fees or costs to another, such obligation shall be enforceable as a contractual obligation.

7. 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 that party, and that the execution and performance of this Agreement will not violate any other agreement to which it is bound.

8. Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of breach of the representations and warranties contained herein or any willful misconduct or fraud by the indemnifying party.

9. Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below by hand, certified mail (return receipt requested), or overnight courier, and shall be effective upon receipt.

10. Amendments; 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 agreement.

The parties agree that execution in counterparts is permitted and facsimile or electronic signatures shall have the same force and effect as original signatures.

11. Governing Law

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

12. Entire Agreement

This Agreement 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.

13. Severability

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 be affected or impaired thereby, and the parties shall negotiate in good faith a valid and enforceable substitute provision that comes closest to the parties' intent.

14. Execution and Certification

Each party represents and warrants that the person signing below is duly authorized to execute this Agreement on behalf of that party. The parties certify that they have read and understand this Agreement and enter into it knowingly and voluntarily.

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