Legal Mediation Settlement Agreement

LEGAL MEDIATION SETTLEMENT AGREEMENT

This Mediation Settlement Agreement ("Agreement") is entered into on by and between Claimant Name: with address: and Respondent Name: with address: .

RECITALS

WHEREAS, the parties are engaged in a dispute arising out of the matters described as:

WHEREAS, the parties participated in mediation before Mediator: on ; and

WHEREAS, the parties wish to resolve all disputes between them on the terms and conditions set forth in this Agreement and to avoid the expense, delay, and uncertainty of further litigation.

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, the following terms shall have the meanings set forth below. "Claims" means any and all claims, demands, liabilities, actions, causes of action, suits, obligations, damages, losses, costs and expenses of any nature, whether known or unknown, suspected or unsuspected, arising out of or relating to the dispute described in the Recitals.

2. SETTLEMENT PAYMENT AND CONSIDERATION

In full and final settlement of the Claims, Respondent agrees to pay Claimant the total gross sum of (the "Settlement Payment"), subject to the allocations described below. Unless otherwise specified, the Settlement Payment shall be paid in accordance with the schedule set forth in this Section.

Payment Schedule: Respondent shall pay the Settlement Payment as follows:

3. RELEASE

Upon receipt of the Settlement Payment as provided herein, Claimant, on behalf of Claimant and Claimant's heirs, successors and assigns, and any person or entity claiming by or through Claimant, fully, finally and forever releases and discharges Respondent, and its past, present and future parents, subsidiaries, affiliated entities, officers, directors, agents, employees, insurers, attorneys and assigns, from any and all Claims, whether known or unknown, suspected or unsuspected, arising out of or related to the dispute described above through the Effective Date of this Agreement.

4. CONFIDENTIALITY

The parties agree that the terms, amount and existence of this Agreement, and all negotiations leading to it, shall be kept strictly confidential and shall not be disclosed to any third party except (a) to a party's legal, tax or financial advisors who agree to keep such information confidential; (b) as required by law or court order; or (c) as necessary to enforce this Agreement. Any permitted disclosure shall be limited to the minimum necessary information.

5. NO ADMISSION OF LIABILITY

This Agreement is a compromise of disputed claims and shall not be construed as an admission of liability, fault, wrongdoing, or violation of any statute, regulation or common law by any party. Neither party shall represent this Agreement as an admission of liability for any purpose.

6. DISMISSAL OF CLAIMS; FURTHER ACTION

Within days of receipt of the final Settlement Payment, the parties shall file with the appropriate tribunal a stipulated dismissal with prejudice of all pending actions released by this Agreement. If a party fails to perform any obligations required by this Agreement, the non-breaching party shall be entitled to seek specific performance, injunctive relief, or any other remedy available at law or in equity.

7. TAX ALLOCATION

The parties agree that any allocation of the Settlement Payment for tax purposes is an allocation for their convenience only. Each party shall be responsible for its own tax obligations and reporting. Respondent shall not be responsible for any tax liabilities of Claimant arising from the Settlement Payment. The parties shall reasonably cooperate in good faith regarding any documentation necessary for tax reporting.

8. COSTS AND ATTORNEYS' FEES

Except as expressly provided herein, each party shall bear its own costs and attorneys' fees incurred in connection with the claims and this Agreement. If a party breaches this Agreement, the prevailing party in any enforcement action shall be entitled to recover reasonable attorneys' fees and costs in addition to any other relief awarded.

9. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it has the full power and authority to enter into and perform this Agreement; (b) the person signing this Agreement on its behalf is duly authorized to bind that party; and (c) it has not assigned or transferred any right, claim or interest released under this Agreement except as disclosed in writing to the other party.

10. ENFORCEMENT

If any party fails to perform any obligation under this Agreement, the other party may seek enforcement in any court of competent jurisdiction. The parties agree that monetary damages may be inadequate to remedy a breach of the confidentiality provisions and that injunctive relief shall be available in addition to other remedies.

11. NOTICES

Notices to Claimant

Notices to Respondent

All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, by nationally recognized overnight courier, or three business days after being deposited in the United States mail, postage prepaid, certified or registered, return receipt requested, addressed to the party at the address set forth above or at such other address as such party may designate in writing.

12. AMENDMENT; WAIVER

This Agreement may be amended or modified only by a written instrument signed by both parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is asserted. The failure of a party to enforce any right shall not constitute a waiver of that right.

13. COUNTERPARTS

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. Signatures transmitted by facsimile, electronic image, or other electronic means shall be binding for all purposes.

14. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the state identified below without regard to its conflicts of law principles. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be reformed to the extent necessary to make it enforceable or, if not reformation, severed, and the remaining provisions shall continue in full force and effect. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, agreements, and understandings, whether written or oral, relating to such subject matter.

Governing Law State:

15. MISCELLANEOUS

Each party acknowledges that it has read and understands this Agreement, that it has had the opportunity to consult with counsel of its choosing, and that it executes this Agreement voluntarily and without duress. The headings in this Agreement are for convenience only and shall not affect interpretation.

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