Legal Minutes of Settlement

LEGAL MINUTES OF SETTLEMENT

This Minutes of Settlement (the Minutes) is made on the Effective Date: between Claimant: of Address: (hereinafter referred to as Claimant) and Respondent: of Address: (hereinafter referred to as Respondent).

RECITALS

WHEREAS, Claimant brought certain claims against Respondent arising out of the facts and events described in the pleadings, including but not limited to the matter identified as Case Reference: ;

WHEREAS, the Parties have engaged in settlement discussions and desire to resolve all disputes, claims and differences between them without admission of liability and on the terms set out in these Minutes;

WHEREAS, the Parties agree to record the terms of their agreed settlement in writing and to evidence the mutual releases, undertakings and ancillary arrangements necessary to implement that settlement.

NOW THEREFORE

In consideration of the mutual promises, covenants and releases contained herein, and other good and valuable consideration, the Parties agree as follows:

1. DEFINITIONS

In these Minutes, unless the context requires otherwise, defined terms have the following meanings: "Settlement Payment" means the amount set out in clause 2. "Effective Date" means the date specified above. Headings are for convenience only and do not affect interpretation.

2. SETTLEMENT PAYMENT

Respondent shall pay to Claimant the total sum of (Settlement Payment) in full and final settlement of all Claims. Payment shall be delivered in accordance with the following schedule and details.

3. RELEASE AND DISCHARGE

Upon receipt of the Settlement Payment in cleared funds in accordance with clause 2, Claimant irrevocably and unconditionally releases and forever discharges Respondent and its directors, officers, employees, agents, successors and permitted assigns from all actions, causes of action, suits, proceedings, claims, demands, liabilities and obligations of whatever nature, whether known or unknown, which Claimant has or may have had up to the Effective Date arising out of or in connection with the matters the subject of the Claims.

4. CONFIDENTIALITY

Except as required by law or order of a court of competent jurisdiction, the Parties shall keep the existence, terms and amount of this settlement confidential and shall not disclose such information to third parties without the prior written consent of the other Party. Notwithstanding the foregoing, disclosures may be made to legal advisers, accountants and insurers on a confidential basis.

5. NO ADMISSION OF LIABILITY

The Parties acknowledge and agree that this settlement is compromise of disputed claims and shall not be construed as an admission of liability or wrongdoing by any Party. Neither Party shall make any statement to the contrary except as required by law.

6. UNDERTAKINGS

Each Party undertakes to execute and deliver all further documents and do all acts and things reasonably necessary to give full effect to this Minutes and the transaction contemplated hereby.

7. COSTS

Unless otherwise stated in these Minutes, each Party shall bear its own legal and other costs and expenses incurred in connection with the dispute and the negotiation of this settlement. If a Party is to pay costs, such obligation is specified here:

8. INTEREST

Interest on any overdue amount shall accrue at the rate of from the date the amount becomes due until paid. Calculation shall be on a daily basis on the outstanding principal.

9. ENFORCEMENT AND REMEDIES

If a Party fails to perform any obligation under these Minutes, the other Party may seek specific performance or any other remedy available at law or in equity. The prevailing Party in any enforcement action shall be entitled to recover reasonable costs and attorneys' fees incurred in enforcing these Minutes.

10. NOTICES

Any notice, demand or communication required or permitted under these Minutes must be in writing and delivered by hand, registered post, or confirmed courier to the addresses set out in the opening paragraph or to such other address as a Party may specify by notice in accordance with this clause. Notices are effective on receipt.

11. GOVERNING LAW

These Minutes are governed by and shall be construed in accordance with the laws chosen by the Parties. The Parties submit to the exclusive jurisdiction of the courts of the chosen jurisdiction for the resolution of any dispute arising out of or in connection with these Minutes.

12. ENTIRE AGREEMENT

These Minutes constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior agreements, understandings and negotiations, whether oral or written, related to the Claims or the matters contemplated by these Minutes.

13. SEVERABILITY

If any provision of these Minutes is held to be invalid, illegal or unenforceable in any respect, that provision shall be severed and the remaining provisions shall continue in full force and effect.

14. AMENDMENTS AND WAIVER

No amendment, modification or waiver of any provision of these Minutes shall be effective unless in writing and signed by both Parties. Failure or delay by a Party to exercise any right is not a waiver of that right.

15. COUNTERPARTS

These Minutes may be executed in counterparts, each of which is an original and all of which constitute one and the same instrument. Execution and delivery by electronic means shall be binding.

16. AUTHORITY

Each signatory warrants that they have full power and authority to enter into and perform their obligations under these Minutes and that execution of this document binds the Party for whom they sign.

The Parties record their agreement to the terms above by signing below.

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