Legal Final Letter

LEGAL FINAL LETTER

This Legal Final Letter (the Letter) is made effective as of by and between Client Name: , Address: , and Recipient Name: , Address: . The Client and Recipient are each a “Party” and collectively the “Parties.”

RECITALS

WHEREAS, the Parties have engaged in prior communications and negotiations concerning certain claims, obligations and potential resolutions arising out of the matters described in the Parties' correspondence and records; and

WHEREAS, the Parties desire to set forth herein a final, binding agreement that resolves and supersedes those claims and memorializes the final terms for closure and any consideration to be paid; and

WHEREAS, the Parties intend that this Letter operate as a final written instrument reflecting the Parties' mutual obligations, releases and covenants, and to avoid further dispute or litigation.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

In this Letter, unless the context otherwise requires, capitalized terms shall have the meanings set forth in this Section. "Final Payment" means the payment described in Section 3. "Released Claims" means all claims, demands, actions, causes of action, liabilities, losses and damages, whether known or unknown, suspected or unsuspected, that relate to the matters addressed by this Letter through the Effective Date.

2. NATURE OF THIS LETTER

This Letter constitutes a final agreement between the Parties with respect to the subject matter set forth herein. The Parties acknowledge that this Letter is intended to be binding and final, and that execution by authorized representatives of the Parties effectuates the Parties' mutual obligations.

3. FINAL PAYMENT AND CONSIDERATION

As full and final consideration for the Released Claims, the Client shall pay to the Recipient the sum of $ (Final Payment), payable in accordance with the following terms:

Payment shall be made by to the account or address designated in writing by the Recipient no later than . Time is of the essence with respect to the payment obligations set forth herein.

4. RELEASE

Upon receipt in cleared funds of the Final Payment, the Recipient, for itself and its affiliates, heirs, successors and assigns, hereby fully and forever releases and discharges the Client and its affiliates, officers, directors, employees, agents, insurers and representatives from any and all Released Claims, whether known or unknown, asserted or unasserted, at law or in equity, that arise out of or relate to the matters addressed by this Letter through the Effective Date.

5. NO ADMISSION

The Parties expressly acknowledge and agree that this Letter does not constitute an admission of liability by any Party, and that neither the execution of this Letter nor compliance with any of its terms shall be construed as an admission of wrongdoing or liability by any Party.

6. CONFIDENTIALITY

Except as required by law or as reasonably necessary to effectuate the terms of this Letter, the Parties covenant and agree to keep the terms and existence of this Letter confidential and not to disclose them to any third party without the prior written consent of the other Party. Notwithstanding the foregoing, disclosure to professional advisors, insurers, or as required by court order is permitted provided that such recipients agree to maintain confidentiality.

7. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full corporate or legal power and authority to enter into this Letter and to perform its obligations hereunder; that the execution, delivery and performance of this Letter have been duly authorized by all necessary action; and that this Letter constitutes a legal, valid and binding obligation enforceable in accordance with its terms.

8. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against any and all losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of this Letter by the indemnifying Party or from any matter not released by this Letter as expressly provided herein.

9. NOTICES

All notices, requests and other communications required or permitted under this Letter shall be in writing and delivered to the Parties at the following contact information:

10. MISCELLANEOUS

Governing Law. This Letter shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

Entire Agreement. This Letter constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral, relating thereto.

Severability. If any provision of this Letter is determined to be invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect.

Amendments; Waiver. No amendment, modification or waiver of any provision of this Letter shall be effective unless in a written instrument signed by both Parties. The failure of either Party to exercise any right shall not be deemed a waiver of that right or any other right.

Counterparts. 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. Signatures delivered by electronic transmission shall be binding for all purposes.

11. REPRESENTATIVE AUTHORITY

Each signatory below represents and warrants that he or she is duly authorized to execute and deliver this Letter on behalf of the Party for whom he or she signs and to bind such Party to the obligations set forth herein.

12. ADDITIONAL MATTERS

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