Legal Draft Settlement Agreement

Legal Draft Settlement Agreement

This Settlement Agreement (the "Agreement") is made and entered into as of by and between Claimant Name: with Claimant Address: ("Claimant"), and Respondent Name: with Respondent Address: ("Respondent"). Claimant and Respondent are sometimes referred to herein collectively as the "Parties" and individually as a "Party."

RECITALS

WHEREAS, Claimant has asserted certain claims, demands, or causes of action against Respondent arising out of events occurring on or about ;

WHEREAS, Respondent denies liability for the matters alleged but desires to avoid further expense, inconvenience and uncertainty of litigation;

WHEREAS, the Parties have negotiated a settlement of all disputes between them on the terms and conditions set forth in this Agreement.

NOW, THEREFORE

In consideration of the mutual covenants, promises and releases set forth below and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Released Claims" means all claims, demands, actions, suits, causes of action, obligations, liabilities, costs, and expenses, whether known or unknown, asserted or unasserted, that arise out of or relate to the matters described in the Recitals.

2. SETTLEMENT PAYMENT

In full and final settlement of all claims by Claimant against Respondent, Respondent shall pay to Claimant the total sum of ("Settlement Amount"), payable as follows:

The initial payment shall be due on or before . Time is of the essence with respect to payment deadlines.

3. RELEASE BY CLAIMANT

Upon receipt of the Settlement Amount in accordance with Section 2, Claimant, on behalf of Claimant and Claimant's heirs, executors, administrators, successors and assigns, hereby fully and forever releases and discharges Respondent and its past and present officers, directors, employees, agents, insurers, affiliates and assigns from any and all Released Claims, whether known or unknown.

4. MUTUAL RELEASES (IF APPLICABLE)

To the extent applicable, each Party releases the other Party from claims arising out of the same facts and circumstances underlying the dispute, subject to the exceptions expressly set forth in this Agreement.

5. CONFIDENTIALITY

The Parties agree that the terms, amount, and existence of this Agreement shall remain confidential and shall not be disclosed to any third party, except as may be required by law or to counsel, accountants, or as necessary to effectuate the terms of this Agreement. Any permitted disclosure shall be limited to the minimum information necessary.

6. NO ADMISSION OF LIABILITY

The Parties acknowledge and agree that this Agreement is a compromise of disputed claims and shall not be construed as an admission of liability, fault, or wrongdoing by any Party, all such liability being expressly denied.

7. PAYMENT MECHANICS

Payments shall be made by to the payee and account or address designated by Claimant in writing. Payment instructions:

8. COOPERATION; DISMISSAL

Upon payment in accordance with this Agreement, the Parties shall cooperate in good faith to effectuate the dismissal with prejudice of any pending actions or claims related to the Released Claims. The Parties shall file such dismissals within days of the final payment.

9. REPRESENTATIONS AND WARRANTIES

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

10. TAXES

Each Party shall be solely responsible for any taxes, assessments or withholdings that may arise as a result of amounts received under this Agreement. The Parties agree to cooperate to determine any tax reporting obligations.

11. ATTORNEYS' FEES AND COSTS

Except as expressly provided herein, each Party shall bear its own attorneys' fees and costs incurred in connection with the dispute and the negotiation and execution of this Agreement. If a Party breaches this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees and costs incurred in enforcing this Agreement.

12. NOTICES

Notices to Claimant

Notices to Respondent

All notices 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 three (3) business days after deposit in the U.S. mail, postage prepaid, to the addresses set forth above or such other address as a Party may designate in writing.

13. 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.

14. 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.

15. 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 comes as close as possible to the Parties' intent.

16. AMENDMENT; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by both Parties. No waiver of any breach shall be effective unless in writing signed by the Party granting the waiver.

17. COUNTERPARTS; AUTHORITY

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic, facsimile, or scanned signatures shall be binding and treated as original signatures. Each Party represents that the person executing this Agreement on its behalf has full authority to bind that Party.

18. SURVIVAL

The representations, warranties, covenants and obligations of the Parties set forth herein that by their nature are intended to survive the execution and delivery of this Agreement shall so survive, including but not limited to Sections 3 (Release), 5 (Confidentiality), 6 (No Admission of Liability), 10 (Taxes) and 11 (Attorneys' Fees and Costs).

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