Legal Final Draft Order

LEGAL FINAL DRAFT ORDER

IN THE Case No.: Presiding Judge:

Plaintiff: vs. Defendant:

RECITALS

WHEREAS, Plaintiff and Defendant (collectively, the Parties) have disputed certain claims and counterclaims arising out of the facts set forth in the operative pleadings in this action; and

WHEREAS, the Parties have reached a negotiated settlement of their disputes on the material terms set forth in the Settlement Terms Summary attached hereto or as described in Section 4 below; and

WHEREAS, the Parties have jointly requested that the Court enter this Final Draft Order to provide for dismissal, release, and procedures for enforcement and to preserve the Parties' agreed-upon remedies.

NOW, THEREFORE

IT IS HEREBY ORDERED, ADJUDGED AND DECREED as follows:

1. DEFINITIONS

For purposes of this Order, the following terms have the meanings set forth below:

1.1 "Effective Date" means the date on which this Order becomes final and binding as set forth in Section 2.1. Effective Date:

2. APPROVAL AND INCORPORATION

2.1 The Court finds that the settlement and related terms set forth herein are fair, reasonable and in the best interests of the Parties. This Final Draft Order incorporates by reference the Settlement Terms Summary attached as Exhibit A and any executed settlement agreement between the Parties.

2.2 The Parties represent and warrant that each signatory hereto has full authority to bind the party for whom they execute this Order.

3. DISMISSAL

3.1 Upon the Effective Date, the Parties shall file a stipulation dismissing this action with prejudice in its entirety, with each Party to bear its own costs and attorneys' fees except as otherwise provided in Section 7.

4. PAYMENT, RELEASES, AND NON-ADMISSION

4.1 Payment Terms. Defendant shall pay to Plaintiff the total settlement amount of in accordance with the schedule set forth in the Settlement Terms Summary.

4.2 Mutual Release. Upon receipt of all payments required under Section 4.1, each Party, on behalf of itself and its past and present officers, directors, agents, employees, successors and assigns, releases and forever discharges the other Party from all claims, demands, actions and causes of action arising out of or related to the facts asserted in this action through the Effective Date, except that nothing in this release shall waive or limit rights to enforce this Order or obligations created hereunder.

4.3 No Admission. The Parties acknowledge and agree that this Order and any payments made pursuant hereto are not and shall not be construed as an admission of liability by any Party.

5. CONFIDENTIALITY

5.1 The Parties agree that the terms of the settlement and any accompanying exhibits designated as confidential shall remain confidential as provided in the Settlement Terms Summary, subject to any compelled disclosure required by law or court order, in which event the disclosing party shall provide prompt notice to the other party to allow an opportunity to seek protective measures.

6. ATTORNEYS' FEES AND COSTS

6.1 Except as expressly set forth in a written agreement between the Parties, each Party shall bear its own attorneys' fees and costs incurred in connection with the litigation and the negotiation and implementation of this Order. Any award of fees by the Court shall be governed by separate order or agreement.

7. ENFORCEMENT

7.1 This Court retains jurisdiction to enforce the terms of this Order and to adjudicate any dispute arising under it. Either Party may apply to the Court for such further relief as may be necessary to effectuate the terms of this Order, including specific performance and contempt remedies.

8. NOTICES

Plaintiff Notice Address

Defendant Notice Address

All notices required or permitted under this Order shall be in writing and shall be deemed given upon delivery when sent to the addresses set forth above by overnight courier, hand delivery, or certified mail, return receipt requested, or as otherwise mutually agreed in writing by the Parties.

9. AMENDMENTS; WAIVER

9.1 This Order may be amended, modified or supplemented only by a written instrument signed by both Parties and approved by the Court. No waiver of any provision of this Order shall be effective unless in writing and signed by the Party granting the waiver.

10. GOVERNING LAW; VENUE

10.1 This Order shall be governed by and construed in accordance with the laws of the state in which the Court is located without regard to conflict-of-law principles. Venue for any action to enforce this Order shall lie exclusively with the Court that enters this Order.

11. ENTIRE AGREEMENT; SEVERABILITY

11.1 This Order, together with the Settlement Terms Summary and any executed settlement agreement incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof. If any provision of this Order is held invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect.

12. COUNTERPARTS; SIGNATURES

12.1 This Order may be executed in any number of counterparts, each of which shall be an original and all of which together shall constitute one instrument. Facsimile, electronic image, or other reproductions of executed signature pages shall be binding as originals.

12.2 Each Party represents that the individual signing on its behalf is authorized to execute this Order and to bind such Party to its terms.

EXHIBIT A: SETTLEMENT TERMS SUMMARY (SUMMARY DESCRIPTION)

IT IS SO ORDERED on this day of , .

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