Legal Court Settlement Agreement

LEGAL COURT SETTLEMENT AGREEMENT

This Settlement Agreement and Release ("Agreement") is made and entered into as of Effective Date: by and between Plaintiff Name: (hereinafter "Plaintiff") and Defendant Name: (hereinafter "Defendant"). The parties are parties to a civil action pending in Court: , Case No.: .

RECITALS

WHEREAS, Plaintiff filed the Action against Defendant asserting certain claims arising out of events alleged to have occurred on or about the dates set forth in the pleadings; and

WHEREAS, Defendant denies any and all liability and contends that it has meritorious defenses to the claims asserted; and

WHEREAS, the parties desire to fully and finally settle and resolve all disputes and claims between them without the expense, uncertainty, and delay of further litigation, and to memorialize the terms of that resolution 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 acknowledged, the parties agree as follows.

1. DEFINITIONS

1.1 "Action" means the civil action referenced above. "Released Claims" means all claims, demands, causes of action, obligations, damages, and liabilities of any nature, whether fixed or contingent, known or unknown, that arise out of or relate to the matters alleged in the Action through the Effective Date of this Agreement.

2. SETTLEMENT CONSIDERATION

2.1 Defendant shall pay the Settlement Amount in full in accordance with the Payment Terms set forth above. All payments shall be in lawful currency and delivered to the payee and address specified in Section 11 (Notices). Payment of the Settlement Amount as provided herein shall be in full and final satisfaction of the Released Claims.

3. RELEASES

3.1 Upon receipt of the Settlement Amount in accordance with Section 2, Plaintiff, on behalf of itself, its heirs, executors, successors and assigns, fully and forever releases and discharges Defendant and its past and present parents, subsidiaries, affiliates, officers, directors, employees, agents, insurers, attorneys, successors and assigns (collectively, the "Released Parties") from all Released Claims.

3.2 Defendant, on behalf of itself and its successors and assigns, fully and forever releases Plaintiff from any and all claims arising out of the matters resolved by this Agreement, except for claims arising from breach of this Agreement.

4. DISMISSAL OF CLAIMS

4.1 Plaintiff shall execute and file a stipulation of dismissal with prejudice in the Action within days after receipt in cleared funds of the Settlement Amount. If the Settlement Amount is not paid in accordance with Section 2, Plaintiff may, at its election, proceed with the Action.

5. CONFIDENTIALITY

The parties agree that the terms, amount and existence of this Agreement shall be confidential and shall not be disclosed to any third party except as required by law, to the parties' legal or tax advisors on a need-to-know basis, or as necessary to enforce this Agreement. Breach of this confidentiality obligation shall entitle the non-breaching party to injunctive relief and recovery of reasonable attorneys' fees incurred in enforcing confidentiality.

6. NO ADMISSION OF LIABILITY

The parties acknowledge and agree that this Agreement is a compromise of disputed claims and that neither this Agreement nor the furnishing of consideration hereunder shall be construed as an admission of liability or wrongdoing by any party, all such liability being expressly denied.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that it has full power and authority to enter into this Agreement, that the person signing this Agreement on behalf of each party is authorized to do so, and that this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

8. INDEMNIFICATION

Each party shall indemnify and hold harmless the other party from and against any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of any breach of this Agreement or any representation or warranty made herein.

9. TAX MATTERS

Unless otherwise agreed in writing, each party shall be responsible for its own tax liabilities arising from the Settlement Amount. The parties agree to cooperate and execute such documents as may be reasonably necessary to reflect the tax treatment of any portion of the Settlement Amount.

10. ATTORNEYS' FEES

Except as provided otherwise in writing, each party shall bear its own attorneys' fees and costs incurred in connection with the Action and the negotiation and execution of this Agreement. A prevailing party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys' fees and costs.

11. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or five (5) business days after deposit in the United States mail, postage prepaid, to the addresses below or to such other address as a party may designate by written notice to the other party.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of any disputes arising under this Agreement.

13. ENTIRE AGREEMENT

This Agreement contains the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, understandings and representations, whether oral or written. No representation, promise or inducement not included in this Agreement shall be binding on any party.

14. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument executed by both parties. No failure or delay by any party in exercising any right hereunder shall operate as a waiver of such right, and no single or partial exercise of any right shall preclude other or further exercise of such right.

15. SEVERABILITY

If any provision of this Agreement is determined to be invalid, illegal or unenforceable, such provision shall be deemed modified to the minimum extent necessary to render it valid and enforceable, and the remaining provisions shall remain in full force and effect.

16. COUNTERPARTS; EXECUTION

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. Facsimile and electronic signatures shall be treated as original signatures for all purposes.

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