Legal G-1450 Form

LEGAL G-1450 FORM

This Legal G-1450 Form ("Agreement") is made effective as of by and between Client Name: with address at and Provider Name: with address at .

RECITALS

WHEREAS, Client has alleged certain claims and seeks resolution of disputed matters, and Provider asserts defenses and seeks mutual resolution; and

WHEREAS, the parties desire to resolve their respective claims and to set forth terms for payment, release, confidentiality and related obligations without admission of liability; and

WHEREAS, the parties intend by this Agreement to define their rights and obligations with finality and to provide procedures for notice, dispute resolution and enforcement.

NOW THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement the following definitions apply: "Claim(s)" means any and all alleged causes of action, demands, damages, costs, expenses and liabilities, known or unknown, that relate to the matters referenced in the Recitals. "Effective Date" means the date set forth above. "Confidential Information" means non-public information disclosed in connection with this Agreement, subject to the confidentiality provisions below.

2. PAYMENT

Provider shall pay Client a total settlement amount of (the "Settlement Amount"), subject to the schedule and conditions set forth below.

Payment shall be made by the method selected below. Provider represents that payment shall be made free and clear of any offsets or deductions except as required by applicable law.

ACH / Electronic transfer
Wire transfer
Check

3. RELEASE

Upon receipt of the Settlement Amount in accordance with Section 2, Client, on behalf of itself and its heirs, executors, administrators, agents, insurers, attorneys and assigns, fully and forever releases and discharges Provider and its affiliates, officers, directors, employees, agents and successors from any and all Claims arising out of or relating to the matters described in the Recitals, whether known or unknown, suspected or unsuspected, existing as of the Effective Date.

The parties acknowledge that this release is a material inducement to this Agreement and is intended as a complete bar to any further claims covered by this release.

4. CONFIDENTIALITY

Except as required by law, the parties shall keep the terms, negotiation and existence of this Agreement strictly confidential, and shall not disclose such information to any third party without prior written consent of the other party; provided, however, that disclosures to attorneys, accountants or insurers on a need-to-know basis are permitted if those recipients agree to maintain confidentiality.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement, that the person signing below is authorized to bind the party, and that the Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

6. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its affiliates from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of its breach of this Agreement, its gross negligence, or willful misconduct.

7. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or indemnification obligations, in no event shall either party be liable to the other for special, incidental, consequential, indirect or punitive damages, and the aggregate liability of either party for any claim arising under this Agreement shall not exceed the Settlement Amount actually paid under Section 2.

8. TERMINATION

This Agreement shall terminate upon full performance of all obligations hereunder. Either party may terminate this Agreement for material breach by the other party if such breach is not cured within days after written notice of the breach.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by notice to the other in accordance with this Section. Notices shall be deemed given upon personal delivery, one business day after deposit with an overnight courier, or three business days after mailing by certified mail, postage prepaid.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without giving effect to conflict of laws principles that would result in the application of the laws of another jurisdiction.

11. ENTIRE AGREEMENT

This Agreement 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.

12. SEVERABILITY

If any provision of this Agreement is found to be invalid, illegal or unenforceable in any respect, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

13. AMENDMENTS

No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

14. WAIVER

No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right, nor shall any single or partial exercise of any right preclude any other or further exercise of that right.

15. COUNTERPARTS

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile, email (including PDF), or other electronic means shall be deemed to be original signatures.

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