Legal Final PDF

LEGAL FINAL PDF

This Final Agreement and Release ("Agreement") is made and entered into as of Effective Date: 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, transactions, or matters arising out of or relating to the events described as: ; and

WHEREAS, the parties desire to fully and finally resolve and settle any and all claims, demands, disputes, or controversies between them on the terms set forth herein; and

WHEREAS, the parties acknowledge that the promises and covenants contained in this Agreement constitute fair, adequate and reasonable consideration for the releases set forth below.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties, and other good and valuable consideration set forth herein, 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 following meanings: "Claims" means any and all claims, causes of action, demands, suits, debts, losses, liabilities, or obligations, whether known or unknown, arising at law, in equity, or under statute, regulation or ordinance.

2. Release and Covenant Not to Sue

Effective upon the execution of this Agreement and receipt of the consideration described in Section 4, each party, on behalf of itself and its past and present officers, directors, employees, agents, successors and assigns, hereby irrevocably and unconditionally releases and forever discharges the other party and its affiliates from any and all Claims that exist or could have been asserted arising out of or relating to the subject matter described in the Recitals. Each party covenants not to institute or prosecute any action or claim against the other party with respect to any such released Claim.

3. Consideration

In full and complete consideration for the releases and covenants set forth in this Agreement, Party A agrees to pay the sum of $ (the "Payment") to Party B, subject to the payment schedule set forth below.

4. Representations and Warranties

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement, that the person signing on its behalf has been duly authorized to execute this Agreement, and that this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

5. Confidentiality

The parties agree that the terms, amount and existence of this Agreement are confidential and shall not be disclosed to any third party except as required by law, as necessary to enforce this Agreement, or to the party's legal, financial, or tax advisors provided such advisors agree to maintain confidentiality.

6. Indemnification

Each party shall indemnify and hold harmless the other party from and against any third-party claims, losses, damages or liabilities resulting from the indemnifying party's breach of this Agreement or its representations and warranties. The indemnified party shall provide prompt written notice of any claim and reasonable cooperation in the defense of such claim.

7. Notices

Any notice required or permitted under this Agreement shall be in writing and shall be delivered personally, by certified mail (return receipt requested), or by reputable overnight courier to the addresses set forth below or such other address as a party may designate by notice in accordance with this Section.

8. Amendments and Waiver

No amendment, modification or waiver of any provision of this Agreement will be effective unless set forth in a writing signed by the party against whom enforcement is sought. No waiver by any party of any breach will be deemed a waiver of any other or subsequent breach.

9. Counterparts

This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Signatures delivered by electronic transmission will be binding for all purposes.

10. Governing Law; Severability; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles. If any provision of this Agreement is determined to be invalid or unenforceable, such determination shall not affect the remaining provisions, which shall remain in full force and effect. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings, whether written or oral.

11. Further Assurances

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

12. Representations as to Authority

Each signatory to this Agreement represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of the party for whom he or she signs and that this Agreement constitutes a valid and binding obligation of such party.

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