Legal Fishing Resolution Agreement

LEGAL FISHING RESOLUTION AGREEMENT

This Legal Fishing Resolution Agreement ("Agreement") is entered into as of by and between Party A Name: with mailing address and Party B Name: with mailing address .

RECITALS

WHEREAS, on or about at or near , the parties engaged in disputed fishing activities involving species or gear described as ;

WHEREAS, the parties desire to resolve all disputes, claims, causes of action and demands arising out of or related to the contested fishing activities, including but not limited to claims for damages, penalties, injunctive relief and costs, and intend by this instrument to avoid protracted litigation; and

WHEREAS, neither party admits liability or fault by entering into this Agreement and the parties agree that settlement of disputed claims is in their mutual best interests.

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 hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement: (a) "Claims" means any and all claims, demands, actions, causes of action, suits, liabilities, obligations, damages, costs and expenses (including attorneys' fees) whether known or unknown, asserted or unasserted, suspected or unsuspected, that relate in any way to the disputed fishing activities described in the Recitals; (b) "Effective Date" means the date set forth in the opening paragraph of this Agreement.

2. SETTLEMENT TERMS

Party A agrees to pay Party B the sum of as full settlement of all Claims, payable in accordance with the following schedule: payment in full due no later than . Payment shall be made by the method described in the Settlement Payment Instructions section below.

3. MUTUAL RELEASE

Upon receipt of the settlement payment described in Section 2, each party, on behalf of itself and its past, present and future officers, directors, agents, employees, successors and assigns, hereby irrevocably and unconditionally releases, remises and forever discharges the other party and its officers, directors, agents, employees, successors and assigns from any and all Claims arising out of or relating to the disputed fishing activities, excepting only obligations expressly set forth in this Agreement. This Release is a full and final release and bar to any action, claim or demand arising from the matters released.

4. INJUNCTIVE RELIEF; COVENANT NOT TO SUE

Each party covenants and agrees that it shall not initiate or prosecute any civil, administrative or regulatory action against the other party related to the matters released in Section 3, provided the other party is in compliance with the express terms of this Agreement. The parties acknowledge that a breach of this covenant would cause irreparable harm and that, in addition to any other remedies available at law or in equity, the non-breaching party shall be entitled to seek injunctive relief to prevent such breach.

5. COMPLIANCE WITH APPLICABLE LAWS AND PERMITS

Each party represents that it will comply with all applicable fisheries laws, regulations, permit conditions and quota requirements in connection with any future fishing activities. Any future violations of applicable law shall not be covered by this Agreement and shall be subject to enforcement by the appropriate governmental authorities. A party who fails to maintain required permits or who violates applicable law shall be responsible for its own fines, penalties and remediation costs and shall indemnify the other party for any resulting liability.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it has full authority to enter into this Agreement; (b) the person signing on its behalf is duly authorized to bind the party; (c) it has not assigned or encumbered any Claim released herein; and (d) no prior assignment or release by a third party interferes with the rights and obligations set forth in this Agreement.

7. CONFIDENTIALITY

Except as required by law or governmental process, the parties agree to keep the terms, amounts and existence of this Agreement confidential and shall not disclose such information to any third party without the prior written consent of the other party. Notwithstanding the foregoing, counsel for either party may disclose terms to the extent necessary to obtain legal advice or to enforce the provisions of this Agreement.

8. INDEMNIFICATION

Each party shall indemnify, defend and hold the other harmless from and against any and all losses, liabilities, claims, demands, costs and expenses (including reasonable attorneys' fees) arising out of any breach of this Agreement or from the indemnifying party's negligent or willful acts or omissions in connection with the fishing activities addressed by this Agreement.

9. ATTORNEYS' FEES AND COSTS

If any party brings a legal action to enforce this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party reasonable attorneys' fees, costs and expenses incurred in enforcing or defending the action, in addition to any other relief granted.

10. LIQUIDATED DAMAGES

The parties agree that in the event of a material breach of this Agreement, the non-breaching party may seek damages. The parties agree that liquidated damages in the amount of shall be payable by the breaching party in addition to any other remedies available at law or in equity, provided such amount is not punitive and is a reasonable estimate of the parties' anticipated harm.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below (or to such other address as either party may specify in writing):

12. DISPUTE RESOLUTION

The parties agree to attempt in good faith to resolve disputes arising out of this Agreement by negotiation between senior representatives. If negotiation fails, the parties shall submit the dispute to binding arbitration conducted by a single neutral arbitrator selected by the parties, to be held in the jurisdiction specified in Section 13. The arbitrator shall apply the substantive law of the governing jurisdiction and shall have authority to award any remedy permitted by law, including attorneys' fees where applicable.

13. GOVERNING LAW; VENUE

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. Except as otherwise provided in Section 12, the parties submit to the exclusive jurisdiction of the courts located in the county or district where the governing state maintains venue for any action arising out of this Agreement.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, written or oral. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

15. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be valid unless in writing and signed by authorized representatives of both parties. Failure to insist upon strict performance of any provision shall not be deemed a waiver of any other provision. This Agreement may be executed in counterparts and by electronic or facsimile signature, each of which shall be deemed an original and all of which together constitute one instrument.

16. MISCELLANEOUS

The parties acknowledge that they have had the opportunity to consult independent counsel regarding this Agreement and that they enter into this Agreement knowingly and voluntarily. Headings in this Agreement are for convenience only and shall not affect interpretation.

ADDITIONAL INFORMATION

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