Legal Dismissal Letter

LEGAL DISMISSAL LETTER

This Legal Dismissal Letter (the "Agreement") is made and entered into on by and between Plaintiff Name: and Defendant Name: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Plaintiff initiated litigation styled as in the , bearing case number (the "Action").

WHEREAS, the Parties desire to resolve and dismiss the Action on the terms set forth in this Agreement and to avoid further expense and uncertainty associated with continued litigation.

WHEREAS, the Parties acknowledge that this Agreement embodies the full and final resolution of the disputes described herein.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DISMISSAL OF ACTION

Upon execution of this Agreement and fulfillment of any express conditions set forth herein, Plaintiff shall file or cause to be filed a dismissal of the Action against Defendant in the above‑referenced court. The dismissal shall be: with prejudice without prejudice . The Parties agree to cooperate to submit any required filings, stipulations, or proposed orders necessary to effectuate the dismissal.

2. MUTUAL RELEASE

Except for the obligations set forth in this Agreement, each Party, on behalf of itself and its past and present agents, employees, representatives, attorneys, successors and assigns, hereby releases and forever discharges the other Party from any and all claims, demands, actions, suits, causes of action, damages, liabilities, and expenses of any kind, whether known or unknown, asserted or unasserted, which arose or could have arisen out of the Action through the Effective Date.

3. NO ADMISSION

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

4. CONSIDERATION

In consideration for the releases and covenants set forth herein, Defendant agrees to provide consideration as follows: . The Parties acknowledge that the consideration is fair and adequate.

5. COSTS, FEES AND TAXES

Except as otherwise expressly provided in this Agreement, each Party shall bear its own attorneys' fees, costs, and expenses incurred in connection with the Action and the negotiation and execution of this Agreement. Any allocation of costs or payment of fees by one Party to another must be set forth in this Agreement.

6. CONFIDENTIALITY

The terms of this Agreement shall be kept confidential by the Parties and their counsel, except as necessary to enforce or implement this Agreement, to comply with court filings subject to applicable sealing procedures, or as otherwise required by law. Disclosure to a Party's accountant, tax advisor, or legal counsel shall not constitute a breach of this confidentiality obligation.

7. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when personally delivered, sent by overnight courier, or sent by certified mail, return receipt requested, to the addresses set forth above or such other address as a Party may designate by notice in accordance with this Section.

8. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full power and authority to enter into this Agreement, that the person signing on its behalf is duly authorized, and that the execution and performance of this Agreement does not violate any agreement or law binding on such Party.

9. GOVERNING LAW

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

10. 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, negotiations, representations, and understandings, whether written or oral. No other promises, representations, or agreements shall be binding unless executed in writing by the Parties.

11. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that best accomplishes the original intent of the Parties.

12. 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 Party against whom enforcement is sought. This Agreement may be executed in counterparts, each of which shall be deemed an original, and facsimile or electronically transmitted signatures shall be deemed original signatures for all purposes.

ADDITIONAL TERMS

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