Legal Drop Letter

LEGAL DROP LETTER

This Legal Drop Letter is made and entered into as of Effective Date: between Releasor Name: with address (\"Releasor\") and Releasee Name: with address (\"Releasee\").

Recitals

WHEREAS, Releasor asserts certain claims against Releasee described as: (the \"Claims\"); and

WHEREAS, the Claims are currently the subject of proceeding Case Number: pending in ; and

WHEREAS, the parties desire to resolve their disputes and set forth the terms under which Releasor will instruct dismissal or otherwise drop the Claims upon satisfaction of certain conditions.

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. Definitions

1.1 \"Drop Action\" means the act of filing a dismissal, notice of discontinuance, stipulation to dismiss, or other document sufficient under applicable procedure to terminate the Claims described herein. 1.2 \"Consideration\" means the payment or performance to be provided by Releasee as described in Section 3.

2. Release and Drop Obligations

2.1 Upon satisfaction of the Conditions Precedent set forth in Section 5, Releasor shall take commercially reasonable steps to execute and file a Drop Action dismissing the Claims with prejudice, subject to the terms of this Letter. The Drop Action shall be in a form consistent with the releases contained in Section 4.

3. Consideration

3.1 In consideration for Releasor's agreement to drop the Claims, Releasee shall provide the following consideration to Releasor: Amount: ; Payment Date: .

3.2 Payment shall be made by wire, check, or other instrument acceptable to Releasor. Releasee acknowledges that timely payment is material to this agreement.

4. Mutual Release

4.1 Subject to Section 5, and effective upon the Drop Action being filed and the Consideration being delivered, Releasor irrevocably and unconditionally releases and discharges Releasee and its affiliates, successors and assigns from any and all claims, demands, causes of action, liabilities, and damages, whether known or unknown, arising from or relating to the Claims asserted through the Effective Date.

4.2 Releasee releases Releasor from any counterclaims specifically related to the subject matter of the Claims, to the extent such counterclaims exist as of the Effective Date.

5. Conditions Precedent

5.1 The obligations of Releasor to file the Drop Action are conditioned upon: (a) receipt by Releasor of the Consideration in clear funds; (b) execution by Releasee of any ancillary release forms reasonably required by Releasor; and (c) no material change to the Releasee's representations in Section 8 prior to the Drop Action.

6. Confidentiality

6.1 Except as required by law or court order, neither party shall disclose the terms of this Letter to third parties other than counsel, accountants, and as reasonably necessary to effectuate the Drop Action and the Consideration. Any permitted disclosure shall require that the recipient be bound to confidentiality obligations at least as protective as those contained herein.

7. Representations and Warranties

7.1 Each party represents and warrants that: (a) it has full authority to enter into this Letter; (b) the person executing this Letter on its behalf is duly authorized; and (c) execution of this Letter does not violate any agreement to which such party is bound.

8. Indemnification

8.1 Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from any breach of that party's representations, warranties, or obligations under this Letter, except to the extent caused by the indemnified party's own gross negligence or willful misconduct.

9. Notices

Notices required or permitted under this Letter shall be in writing and delivered to the addresses set forth below. Notice is effective upon delivery if delivered in person, three (3) business days after deposit with a nationally recognized carrier, or upon confirmed electronic transmission.

10. Governing Law; Venue

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

11. Entire Agreement; Severability

11.1 This Letter constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and negotiations, whether written or oral.

11.2 If any provision of this Letter is held to be invalid or unenforceable, such provision shall be revised to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

12. Amendments; Waiver; Counterparts

Any amendment or waiver of any provision of this Letter must be in writing and signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right. This Letter 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.

13. Further Assurances

Each party agrees to execute and deliver such further documents and take such further actions as may be reasonably necessary to effectuate the purposes of this Letter.

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