Legal Final Answer Form

Legal Final Answer Form

This Legal Final Answer Form is entered into as of the day of , , by and between Plaintiff Name: (Plaintiff) and Defendant Name: (Defendant).

Plaintiff Entity Type: Individual Corporation/Entity     Defendant Entity Type: Individual Corporation/Entity

RECITALS

WHEREAS, an action is currently pending between the parties in under Case No. (the "Action");

WHEREAS, Defendant has prepared and intends to file a final pleading responsive to the complaint and the parties desire to reduce to writing the final answer, admissions, denials, and agreed procedural effects of that pleading; and

WHEREAS, the parties wish to set forth their mutual understandings and the binding legal effect of the final answer on the rights and obligations of the parties without prejudice to matters expressly reserved in this Form.

NOW, THEREFORE

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

1. FINAL ANSWER; ADMISSIONS AND DENIALS

1.1 Final Answer. Defendant's final pleading in response to the complaint (the "Final Answer") shall be and hereby is represented to be complete, accurate and final as of the Effective Date of this Form. The Final Answer shall constitute the Defendant's operative answer in the Action and supersedes any prior responsive pleadings to the extent inconsistent with the Final Answer.

1.2 Admissions and Denials. Defendant hereby sets forth, subject to the certifications in Section 1.4, the admissions and denials that shall appear in the Final Answer. The parties may list specific admissions, denials, or qualified responses below. Each listed statement shall be deemed an admission or denial for purposes of the Action unless subsequently modified by written stipulation or court order.

1.3 Filing. The parties agree to take all reasonable steps to present this Form to the court for filing or to lodge a stipulated Final Answer within days after the Effective Date. The obligation to file is subject to any required court procedures but does not affect the parties' contractual commitments set forth herein.

1.4 Certification. Each party certifies that the statements made in the Final Answer are true and based on the party's knowledge, information and belief formed after reasonable inquiry. A knowing material misrepresentation in the Final Answer shall constitute a breach of this Form and entitle the non-breaching party to equitable relief and remedies available at law.

2. RELEASES; RESERVATIONS

2.1 Mutual Release. Except as expressly reserved below, and conditioned upon the court's acceptance of the Final Answer where required, each party releases the other from any claims arising out of the facts and transactions expressly addressed by the Final Answer. This release is limited to matters expressly stated and does not constitute a general release of unrelated claims.

2.2 Reserved Claims. The following claims or defenses are expressly reserved and shall not be affected by the Final Answer:

3. CONFIDENTIALITY

3.1 Confidential Treatment. All statements, admissions and factual recitals contained in the Final Answer and this Form shall be treated as confidential by the parties and shall not be disseminated outside counsel, the parties, their insurers, or as required by court order, except as necessary to effectuate the terms of this Form.

3.2 Permitted Disclosure. Notwithstanding the foregoing, a party may disclose the contents of the Final Answer to the extent disclosure is required by law, regulation, or judicial process, provided the disclosing party gives reasonably prompt notice to the other party where practicable.

4. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it has full power and authority to enter into this Form and to perform its obligations hereunder; (b) the person signing on its behalf is duly authorized to bind that party; and (c) execution of this Form will not violate any agreement, order or law applicable to that party.

5. NOTICES

Notices shall be sent to the addresses set forth above and shall be deemed received upon personal delivery, three days after deposit in the United States mail with postage prepaid, or one day after deposit with a nationally recognized overnight carrier.

6. AMENDMENTS; WAIVER; COUNTERPARTS

This Form may be amended only by a writing signed by both parties. No waiver of any provision of this Form shall be effective unless in writing and signed by the party waiving compliance. This Form may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

7. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Form shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of laws principles. This Form contains the entire agreement of the parties with respect to its subject matter and supersedes all prior agreements, whether written or oral, relating thereto. If any provision of this Form is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

8. ENFORCEMENT; REMEDIES

In the event of breach of this Form, the non-breaching party shall be entitled to pursue all remedies available at law or in equity, including specific performance, injunctive relief, and recovery of costs and attorneys' fees to the extent permitted by law and as provided in any controlling agreement between the parties.

9. MISCELLANEOUS

9.1 Interpretation. Headings are for convenience only and shall not affect interpretation. The singular includes the plural and vice versa.

9.2 Authority. Each signatory represents that he or she is duly authorized to execute this Form on behalf of the named party and to bind that party to its terms.

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