Legal Final Stipulation

LEGAL FINAL STIPULATION

This Final Stipulation ("Stipulation") is entered into as of the day of , , by and between Plaintiff Name: , with principal place of business or address at (hereinafter "Plaintiff"), and Defendant Name: , with principal place of business or address at (hereinafter "Defendant"). Case No.:

Recitals

WHEREAS, Plaintiff commenced or threatened to commence litigation or administrative proceedings against Defendant relating to the matters described in the pleadings and related filings; and

WHEREAS, the Parties have engaged in negotiations and desire to resolve and finally dispose of all claims, disputes, and controversies between them arising out of or relating to the subject matter of the litigation on the terms set forth herein; and

WHEREAS, the Parties intend that this Stipulation shall govern their respective obligations, afford mutual releases as provided below, and permit an entry of dismissal or judgment as provided in Section 4.

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

1. Definitions

For purposes of this Stipulation, (a) "Claims" means all claims, counterclaims, demands, actions, causes of action, suits, liabilities, obligations, damages and expenses known or unknown, asserted or unasserted, that were or could have been alleged in the Action arising out of the facts described in the pleadings; and (b) "Action" means the litigation identified above by Case No.

2. Stipulated Facts

The Parties stipulate that the factual averments necessary to effectuate this Stipulation and obtain the relief set forth herein are as follows: the Parties agree that the documents and statements identified in the record constitute full and sufficient evidentiary basis for entry of the orders contemplated by Section 4; provided, however, that the Parties reserve their rights to contest matters unrelated to the agreed terms of this Stipulation.

3. Terms of Settlement

3.1 Payment. In full and final settlement of all Claims, Defendant shall pay Plaintiff the sum of (USD) according to the following schedule: payment in full shall be made on or before day of , . Payment shall be made to: , at the address: .

3.2 No Admission. The Parties acknowledge and agree that this Stipulation constitutes a compromise of disputed claims and that neither this Stipulation nor any action taken to carry it out shall be construed as, or deemed to be, an admission of liability, wrongdoing, fault, or unlawful conduct by any Party.

4. Dismissal; Entry of Judgment

Upon satisfaction of the obligations set forth in Section 3, the Parties shall promptly file a joint stipulation or proposed order with the tribunal to effect a dismissal with prejudice of the Action or, where appropriate, to enter judgment pursuant to the terms of this Stipulation. Each Party shall cooperate in good faith and take all steps reasonably necessary to secure the entry of dismissal or judgment.

5. Release; Covenant Not To Sue

5.1 Mutual Release. Upon the effective date of this Stipulation and conditioned upon full performance of the payment obligations, Plaintiff hereby releases and forever discharges Defendant, and Defendant releases and forever discharges Plaintiff, from all Claims arising out of or relating to the Action or the facts alleged in the pleadings.

5.2 Covenant Not to Sue. Plaintiff covenants not to commence any action, suit, or proceeding against Defendant based on the Claims released herein. The covenant shall not apply to claims that cannot, as a matter of law, be released by private agreement.

6. Confidentiality

Except as required by law or court order, the Parties agree to keep the terms and existence of this Stipulation confidential and not to disclose them to any third party, except that disclosure may be made to counsel, tax advisors, insurers, or as necessary to effectuate the terms of this Stipulation. Any required disclosures shall be limited to the minimum necessary information.

7. Representations and Warranties

Each Party represents and warrants that it has full right, power, and authority to enter into this Stipulation and to perform its obligations hereunder; that the person signing on its behalf is duly authorized to do so; and that execution and delivery of this Stipulation and performance hereunder will not violate any agreement to which such Party is bound.

8. Notices

Plaintiff Notice Address

Defendant Notice Address

All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses provided above or such other address as a Party may designate by notice in accordance with this Section.

9. Governing Law

This Stipulation shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws rules.

10. Entire Agreement

This Stipulation constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and negotiations, whether written or oral.

11. Severability

If any provision of this Stipulation is determined to be invalid, illegal, or unenforceable in whole or in part, the remaining provisions shall continue in full force and effect and the Parties shall renegotiate in good faith any invalid or unenforceable provision to the extent necessary to effectuate the intent of the Parties.

12. Amendments and Waiver

Any amendment to this Stipulation shall be in writing and signed by the Parties. No waiver of any provision of this Stipulation shall be effective unless in writing and signed by the Party against whom the waiver is to be enforced.

13. Counterparts; Electronic Signatures

This Stipulation may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic transmission or facsimile shall be effective and binding.

14. Further Assurances

Each Party shall execute and deliver such further instruments and take such further actions as may be reasonably necessary to effectuate and consummate the transactions and agreements contemplated by this Stipulation.

Acknowledgments

Additional Comments (optional)

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