Legal Document for Militza Canino

Legal Document for Militza Canino

This Confidential Settlement and Mutual Release Agreement (the "Agreement") is made and entered into as of Effective Date: , by and between Claimant Name: , Address: (hereinafter "Claimant"), and Respondent Name: , Address: (hereinafter "Respondent"). Both Claimant and Respondent are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Claimant alleges certain claims arising out of events occurring prior to the Effective Date and has asserted or may assert causes of action against Respondent; and

WHEREAS, Respondent denies liability for the alleged claims and desires to avoid the uncertainty, expense and distraction of litigation; and

WHEREAS, the Parties wish to fully and finally resolve and settle all disputes, claims, and causes of action between them without admitting fault or liability.

NOW, THEREFORE

In consideration of the mutual covenants and other good and valuable consideration set forth below, the Parties agree as follows:

1. DEFINITIONS

1.1 "Released Claims" means any and all claims, demands, liabilities, obligations, actions and causes of action of every kind and nature, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, that Claimant has or may have, arising from or related to the facts, events or circumstances described in the Recitals through the Effective Date.

2. SETTLEMENT PAYMENT

2.1 Respondent agrees to pay Claimant a total settlement payment in the gross amount of $ (the "Settlement Payment"), subject to standard withholdings where required by law. The Settlement Payment shall be made by Respondent to Claimant by check or electronic transfer to the payee information provided by Claimant within days of the Effective Date.

2.2 Payment of the Settlement Payment shall be the sole monetary consideration provided by Respondent to Claimant under this Agreement.

3. RELEASE BY CLAIMANT

3.1 In exchange for the Settlement Payment and other consideration, Claimant hereby fully and forever releases and discharges Respondent and its past, present and future parents, subsidiaries, affiliates, officers, directors, shareholders, agents, successors and assigns (collectively, the "Released Parties") from any and all Released Claims.

3.2 Claimant acknowledges and agrees that the Release is intended to be a full and complete release of all claims as of the Effective Date and shall be interpreted as broadly as permitted by applicable law.

4. CONFIDENTIALITY

4.1 The Parties agree that the terms, amount and existence of this Agreement are Confidential Information. Neither Party shall disclose Confidential Information to any third party except as required by law or as reasonably necessary to enforce this Agreement, including disclosure to legal or financial advisors who agree to be bound by confidentiality obligations.

4.2 Notwithstanding the foregoing, Confidential Information does not include information that is or becomes publicly available without breach of this Agreement or information independently developed by a Party without reference to Confidential Information.

5. NO ADMISSION OF LIABILITY

The Parties acknowledge and agree that this Agreement is a compromise and settlement of disputed claims and that neither the payment of the Settlement Payment nor anything contained in this Agreement shall be construed as an admission by Respondent of any liability, wrongdoing or violation of law.

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 signing below is authorized to bind the Party for which they sign, and that this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

7. INDEMNIFICATION

Each Party shall indemnify and hold harmless the other Party from and against any and all losses, claims, liabilities, damages and expenses arising out of any breach of that Party's representations, warranties or covenants in this Agreement, except to the extent caused by the indemnified Party's own gross negligence or willful misconduct.

8. NOTICES

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

9. 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 any dispute arising under this Agreement.

10. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, representations and understandings. There are no representations, warranties or promises except as set forth herein.

11. 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 in any way be affected or impaired.

12. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by both Parties. The waiver by either Party of a breach of any provision of this Agreement shall not be construed as a waiver of any subsequent breach.

13. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Facsimile, PDF and electronic signatures shall be deemed original signatures for all purposes.

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