Legal Final Resolution Agreement

LEGAL FINAL RESOLUTION AGREEMENT

This Legal Final Resolution Agreement ("Agreement") is entered into as of Effective Date: by and between Party A: with principal address: , and Party B: with principal address: .

RECITALS

WHEREAS, a dispute exists between the parties concerning: (the "Dispute"), including but not limited to alleged acts or omissions through the Effective Date; and

WHEREAS, the parties desire to resolve fully and finally all claims, causes of action, demands, liabilities and controversies related to the Dispute without admissions of liability and upon the terms and conditions set forth in this Agreement; and

WHEREAS, the parties acknowledge that they have had the opportunity to consult with counsel and freely enter into this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, promises and agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Released Claims" means any and all claims, demands, actions, causes of action, suits, rights, debts, sums of money, contracts, agreements, obligations, liabilities, costs, expenses and damages of every kind, whether known or unknown, suspected or unsuspected, which were asserted or could have been asserted by a party against the other arising out of or in any way related to the Dispute through the Effective Date.

2. SETTLEMENT CONSIDERATION

2.1 In full and final settlement of the Released Claims, Party B shall pay to Party A the gross sum of $ (the "Settlement Amount") in accordance with the terms set forth below.

2.2 Payment Terms: The Settlement Amount shall be paid as follows: Payment Method: Check Wire Transfer Other

2.3 Payment Schedule: The Settlement Amount shall be paid in full no later than . If payment is by installment, the parties will attach a schedule as an addendum to this Agreement and the first payment shall be due on .

3. RELEASE AND WAIVER

3.1 Upon receipt by Party A of the Settlement Amount in accordance with Section 2, Party A, on behalf of itself and its past and present affiliates, subsidiaries, agents, attorneys, insurers, successors and assigns, hereby releases and forever discharges Party B and its past and present affiliates, subsidiaries, agents, attorneys, insurers, successors and assigns from the Released Claims.

3.2 Concurrently, Party B, in consideration of the mutual promises herein, releases and forever discharges Party A and its past and present affiliates, subsidiaries, agents, attorneys, insurers, successors and assigns from any claims that Party B may have against Party A arising out of or relating to the Dispute through the Effective Date.

4. DISMISSAL AND COOPERATION

4.1 Promptly following receipt of the Settlement Amount, and in any event within days, the parties shall cooperate in good faith to file with the appropriate tribunal a stipulation or joint motion of dismissal with prejudice of any pending actions or claims related to the Dispute.

4.2 Each party agrees to execute and deliver any additional documents reasonably necessary to effectuate the terms and intent of this Agreement and to aid in the consummation of the transactions contemplated hereby.

5. CONFIDENTIALITY AND NON-DISPARAGEMENT

5.1 The parties agree that the terms, amount and existence of this Agreement shall be confidential and shall not be disclosed to any third party except as required by law or as reasonably necessary to effectuate its terms, including disclosure to tax or regulatory authorities, legal counsel, accountants, and immediate family members who agree to be bound by this confidentiality obligation.

5.2 Non-Disparagement: Each party covenants not to make any false, disparaging or defamatory statements concerning the other party or its officers, directors, employees or agents, provided that truthful statements made in response to legal process or as required by law shall not constitute a breach of this Section.

5.3 Exceptions to Confidentiality: The parties may disclose the terms of this Agreement to their tax advisors, legal counsel and as required to comply with applicable tax reporting or withholding obligations.

6. NO ADMISSION OF LIABILITY

6.1 This Agreement and compliance with this Agreement shall not be construed as an admission by any party of any violation of law or any liability whatsoever, and each party expressly disclaims any such liability.

7. TAXES AND WITHHOLDING

7.1 Each party shall be responsible for its own tax liabilities arising from the receipt of the Settlement Amount, unless otherwise required by applicable law. To the extent any withholding or reporting is required by law, the party required to withhold shall notify the other party in writing prior to withholding.

8. REPRESENTATIONS AND WARRANTIES

8.1 Each party represents and warrants that it has full power and authority to enter into and perform this Agreement; that the person executing this Agreement on behalf of such party is duly authorized to do so; and that this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

9. INDEMNIFICATION AND SURVIVAL

9.1 Except as expressly set forth herein, no party shall have any obligation to indemnify the other for matters released under this Agreement. The obligations of the parties under Sections 3, 5, 7 and this Section 9 shall survive termination or expiration of this Agreement.

10. NOTICES

11. DEFAULT, REMEDIES AND ATTORNEYS' FEES

11.1 In the event of a material breach by a party, 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 reasonable attorneys' fees and costs incurred in enforcing this Agreement.

12. GOVERNING LAW, SEVERABILITY AND ENTIRE AGREEMENT

12.1 Governing Law: 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.

12.2 Severability: If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves the parties' original intent to the greatest extent permitted by law.

12.3 Entire Agreement: This Agreement, including any written attachments executed by the parties, 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.

13. AMENDMENT, WAIVER AND COUNTERPARTS

13.1 Amendment and Waiver: No amendment or waiver of any provision of this Agreement shall be effective unless made in writing and signed by both parties. The failure of a party to enforce any right shall not constitute a waiver of that right.

13.2 Counterparts; Electronic Signatures: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Facsimile or electronic copies of signatures shall be effective as originals.

14. MISCELLANEOUS

14.1 Construction: The headings used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. The parties acknowledge that each has had an opportunity to review and negotiate the terms hereof and that any ambiguities shall not be construed against either party as the drafter.

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