Legal Final Paperwork

LEGAL FINAL PAPERWORK

This Legal Final Paperwork (the Agreement) is made as of Day: Month: Year: , by and between Party A Name: with principal address: (Party A), and Party B Name: with principal address: (Party B).

RECITALS

WHEREAS, Party A and Party B have been engaged in certain disputes, potential claims, and contractual matters arising out of or related to the transactions, conduct, or relationships described in the relevant documents and communications between the parties (the Dispute); and

WHEREAS, the parties desire to resolve fully and finally all differences and claims between them without admission of liability, subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the complete and final terms of their settlement and mutual obligations with respect to the Dispute.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein 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:

(a) "Released Claims" means any and all claims, demands, actions, causes of action, suits, debts, accounts, obligations, damages, losses, liabilities, and expenses, whether known or unknown, suspected or unsuspected, that each party has, had, or may claim to have against the other arising out of or relating to the Dispute through the Effective Date.

2. EFFECTIVE DATE

This Agreement shall be effective as of the date set forth in the opening paragraph (the Effective Date).

3. SETTLEMENT CONSIDERATION

In consideration for the mutual covenants and releases in this Agreement, Party shall pay to Party the sum of $ (Settlement Amount) in full satisfaction of the Released Claims. Payment shall be made by the Settlement Payment Date: in immediately available funds to the following payee and account or as otherwise agreed in writing by the parties.

4. MUTUAL RELEASE

Upon receipt of the Settlement Amount as provided in Section 3, each party, on behalf of itself, its predecessors, successors, assigns, officers, directors, shareholders, members, partners, employees, agents, insurers, attorneys, and affiliates, hereby fully and forever releases, remises, acquits and discharges the other party and its agents, employees, affiliates, predecessors, successors and assigns from any and all Released Claims, whether known or unknown, suspected or unsuspected, asserted or unasserted, through the Effective Date.

5. CONFIDENTIALITY

Except as required by law or a valid order of a court or regulatory authority, the parties shall keep the terms, amount, and existence of this Agreement strictly confidential and shall not disclose such information to any third party, other than their counsel, accountants, insurers or as necessary to effectuate this Agreement, unless the disclosing party obtains the prior written consent of the other party. This confidentiality obligation shall survive for a period of years from the Effective Date.

6. 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 its behalf is duly authorized, and that this Agreement constitutes a legal, valid and binding obligation enforceable against such party in accordance with its terms.

7. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any and all third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach by the indemnifying party of any representation, warranty or covenant contained in this Agreement.

8. 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, wrongdoing, or fault by any party.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized overnight courier to the addresses below, and shall be effective upon receipt.

10. AMENDMENTS; WAIVER

This Agreement may be amended or modified only by a written instrument executed by both parties. No failure or delay by any party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

11. COUNTERPARTS

This Agreement 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 transmitted by electronic means shall be binding for all purposes.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified by the parties: , without regard to principles of conflicts of law.

13. ENTIRE AGREEMENT

This Agreement (including any schedules and attachments hereto) 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, between the parties.

14. SEVERABILITY

If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had been omitted, provided that the economic and legal substance of the transactions contemplated hereby are not affected in any material respect.

15. FURTHER ASSURANCES

Each party agrees to execute and deliver such further documents and take such further actions as may reasonably be required to carry out the purposes and intent of this Agreement.

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