Legal Ind Settlement Agreement

LEGAL INDEMNITY SETTLEMENT AGREEMENT

This Legal Indemnity Settlement Agreement (the Agreement) is made and entered into as of by and between Client Name: (hereinafter referred to as Indemnitee) and Releasee Name: (hereinafter referred to as Indemnitor). Indemnitee and Indemnitor are each a “Party” and collectively the “Parties.”

RECITALS

WHEREAS, a dispute has arisen between the Parties concerning certain claims, losses, liabilities, and allegations described in the statement of claim or related correspondence (collectively, the Claims); and

WHEREAS, the Parties desire to settle and compromise all disputes and potential disputes between them, including any claims for indemnity, contribution, damages, costs and attorneys' fees, without admission of liability, on the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, the Parties intend by this Agreement to fully, finally and forever resolve and settle all differences and claims, known or unknown, arising out of or related to the Claims.

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

1. DEFINITIONS

1.1 “Claim” means any claim, demand, suit, action, cause of action, liability, debt, obligation, loss, cost or expense, whether at law or in equity, known or unknown, suspected or unsuspected, arising out of or relating to the facts, acts or omissions that are the subject of the dispute between the Parties.

1.2 “Released Parties” means, collectively, Indemnitor and its past and present officers, directors, employees, agents, affiliates, successors and assigns.

2. SETTLEMENT PAYMENT

2.1 In full settlement of the Claims, Indemnitor shall pay to Indemnitee the sum of $ (Settlement Amount) in accordance with the schedule set forth in this Section.

2.2 Payment Terms: Indemnitor shall deliver the Settlement Amount by wire transfer, certified check, or other mutually acceptable method to Indemnitee no later than . If payment is to be made in installments, list schedule and amounts below:

3. MUTUAL RELEASE

3.1 Upon receipt of the Settlement Amount in full pursuant to Section 2, Indemnitee hereby irrevocably and unconditionally releases and forever discharges the Released Parties from any and all Claims that Indemnitee has or may have, whether known or unknown, suspected or unsuspected, arising out of or relating to the matters described in the Recitals.

3.2 The Parties acknowledge and agree that this Release is intended to be as broad and inclusive as permitted by applicable law. Indemnitee expressly waives all rights under any statute or common law principle that would otherwise preserve Claims not known at the time of executing this Agreement.

4. CONFIDENTIALITY

4.1 Except as required by law or as necessary to enforce this Agreement, the Parties shall keep the terms, amount and existence of this Agreement strictly confidential and shall not disclose such information to any third party without the prior written consent of the other Party.

4.2 Notwithstanding the foregoing, disclosure is permitted to each Party’s legal counsel, accountants, insurers, and advisors on a need-to-know basis, provided such persons agree to maintain confidentiality consistent with this Section.

5. NO ADMISSION OF LIABILITY

The Parties acknowledge and agree that this Agreement and the payments and other consideration provided for herein are compromises of disputed claims, and neither this Agreement nor any action taken in accordance with it shall constitute an admission of liability, wrongdoing or fault by any Party for any purpose.

6. REPRESENTATIONS AND WARRANTIES

6.1 Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the person signing this Agreement on its behalf is duly authorized to do so.

6.2 Each Party represents that, to the best of its knowledge, there are no outstanding judgments, liens or encumbrances that would prevent it from fulfilling its obligations under this Agreement.

7. INDEMNIFICATION

7.1 Indemnitor shall indemnify, defend and hold harmless Indemnitee from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees and court costs) arising from any third-party claims related to the subject matter of the Claims, but only to the extent such claims are caused by Indemnitor’s acts or omissions occurring prior to the Effective Date as set forth herein.

7.2 Indemnitee shall provide prompt written notice of any claim for which indemnification is sought and shall cooperate reasonably in the defense or settlement of such claim. Indemnitor shall have the right to control the defense and settlement of any such claim, provided that any settlement that imposes any obligation or liability on Indemnitee shall require Indemnitee’s prior written consent, not to be unreasonably withheld.

8. TAXES; WITHHOLDING

The Parties agree that any tax consequences arising from the Settlement Amount shall be the sole responsibility of the Party required by law to report and pay such taxes. Indemnitor shall provide any required tax documentation reasonably requested by Indemnitee for reporting purposes.

9. COSTS AND ATTORNEYS' FEES

Except as otherwise expressly provided in this Agreement, each Party shall bear its own costs, expenses and attorneys' fees incurred in negotiating and executing this Agreement. If a Party breaches this Agreement, the prevailing Party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys' fees and costs.

10. NOTICES

All notices, demands or other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by nationally recognized overnight courier, to the addresses set forth below or to such other address as a Party may designate by written notice to the other Party.

11. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument executed by both Parties. No waiver of any provision of this Agreement shall be valid unless in writing and signed by the Party against whom the waiver is asserted. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

12. 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. The Parties submit to the exclusive jurisdiction of the state and federal courts located within that State for any action arising out of or relating to this Agreement.

13. 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, between the Parties relating to such subject matter.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and shall be construed so as to give effect to the intent of the Parties as reflected herein to the fullest extent permitted by law.

15. MISCELLANEOUS

15.1 No Party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, labor disputes, government orders, or other force majeure events; provided, however, that payment obligations shall not be excused except as expressly provided in this Agreement.

15.2 The headings in this Agreement are for convenience only and shall not affect the interpretation of any provision.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

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