Legal C&R Document

Legal C&R Document

This Compromise and Release Agreement (the "Agreement") is entered into as of by and between Claimant Name: (hereinafter "Claimant") and Respondent Name: (hereinafter "Respondent"). Claimant and Respondent are collectively referred to as the "Parties."

RECITALS

WHEREAS, Claimant asserts that Claimant has suffered certain claims, demands, damages or causes of action arising out of or relating to: (the "Claim"); and

WHEREAS, the Parties desire to settle and resolve fully and finally all disputes, claims and causes of action between them arising out of or related to the Claim on the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties acknowledge that this Agreement constitutes a negotiated compromise of disputed claims and that the consideration provided is fair and adequate to fully and finally resolve the Claim.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the sufficiency and receipt 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: "Released Parties" means Respondent and its past and present parents, subsidiaries, affiliates, predecessors, successors, assigns, and each of their respective officers, directors, employees, agents, insurers and attorneys. "Claim" means any claim, demand, action, cause of action, liability, loss, cost, or expense arising from the matters described in the recitals above.

2. SETTLEMENT CONSIDERATION

In full and final settlement of the Claim, Respondent shall pay to Claimant the total consideration of $ (the "Consideration"), subject to the terms of this Agreement.

Payment shall be made as follows:

Lump sum payment within days of Effective Date.

Structured installment payments as set forth in the payment schedule attached hereto as Schedule A (if applicable).

3. RELEASE BY CLAIMANT

Upon receipt of the Consideration in accordance with Section 2, Claimant, for Claimant and Claimant's heirs, executors, administrators, successors and assigns, hereby irrevocably and unconditionally releases and forever discharges the Released Parties from any and all claims, demands, actions, causes of action, suits, liabilities, obligations, debts, accounts, damages, costs and expenses of every kind and nature, whether known or unknown, suspected or unsuspected, asserted or unasserted, that Claimant has ever had, now has, or may have against the Released Parties arising out of or relating to the Claim through the Effective Date of this Agreement.

4. RELEASE BY RESPONDENT

To the extent applicable, Respondent hereby releases Claimant from any counterclaims or cross-claims arising from the matters described in the recitals, provided that such release shall not extend to claims arising from Claimant's intentional misconduct or fraud.

5. COVENANT NOT TO SUE

Claimant covenants and agrees that Claimant shall not institute or cause to be instituted any legal action, arbitration, or administrative proceeding against any Released Party with respect to any Released Claim. This covenant shall be enforceable by injunction and any other remedy available at law or in equity.

6. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder; that the person executing this Agreement on behalf of each Party is duly authorized to do so; and that the execution, delivery and performance of this Agreement will not violate any applicable law, regulation or agreement.

7. CONFIDENTIALITY

Except as required by law or as necessary to effectuate the terms of this Agreement, the Parties agree to keep the terms, amounts and facts of this Agreement confidential and not to disclose them to any third party. Notwithstanding the foregoing, disclosure to a Party's legal counsel, tax advisor, spouse, or as required in any legal or regulatory proceeding is permitted provided such recipient agrees to keep the information confidential.

8. NO ADMISSION OF LIABILITY

The Parties acknowledge and agree that this Agreement is a compromise of disputed claims and that nothing contained herein shall be construed as an admission of liability, fault or wrongdoing by any Party.

9. TAXES

Each Party is responsible for the payment of its own taxes, if any, arising from the receipt of the Consideration. Claimant acknowledges that neither Respondent nor any Released Party shall be responsible for any tax consequences to Claimant. The Parties shall cooperate in good faith to allocate the Consideration for tax reporting purposes.

10. INDEMNIFICATION

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

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by certified mail, return receipt requested, nationally recognized overnight courier, or personal delivery. Notice shall be deemed given upon receipt.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the substantive laws of the state chosen by the Parties: without regard to its conflicts of law principles.

13. ENTIRE AGREEMENT

This Agreement contains 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, of the Parties relating thereto.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent permitted by law.

15. AMENDMENT AND WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Parties. No waiver of any breach shall be deemed a waiver of any subsequent breach.

16. COUNTERPARTS

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. Signatures delivered by electronic transmission shall be effective as originals.

ADDITIONAL INFORMATION

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