Legal Motion Compromise

LEGAL MOTION COMPROMISE

This Motion Compromise Agreement (the Agreement) is entered into as of by and between Claimant Name: (Claimant), and Respondent Name: together referred to as the Parties.

Case Name: — Case Number: — Court:

RECITALS

WHEREAS, Claimant filed a motion described as on or about ;

WHEREAS, the Parties desire to resolve, settle and compromise the dispute that is the subject of the motion and any and all claims arising from the facts alleged therein, upon the terms and conditions set forth in this Agreement;

WHEREAS, the Parties intend that the resolution provided herein be binding and enforceable and, where appropriate, be submitted to the Court as a stipulated resolution of the pending motion.

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 acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Claim" means any allegation, claim, demand, cause of action or right asserted in the Motion and any papers filed in the above-referenced case; "Court" means the tribunal identified above.

2. SETTLEMENT TERMS

2.1 Payment. Respondent shall pay to Claimant the total sum of (Settlement Amount) in accordance with the schedule set forth below.

2.2 Method of Payment. All payments shall be made by payable to .

2.3 Late Payment. Any installment not paid within days after its due date shall accrue interest at a rate of .

3. DISMISSAL AND COURT STIPULATION

3.1 Upon receipt by Claimant of the final payment required under Section 2, or upon the Parties' performance of any alternative condition precedent set forth herein, the Parties shall promptly file with the Court a stipulated dismissal of the Motion with .

3.2 If the Court requires a hearing or additional documentation to effectuate dismissal, the Parties shall cooperate in good faith to secure the Court's approval of this Agreement and to take such steps as are reasonably necessary to effectuate the dismissal.

4. MUTUAL RELEASE

4.1 Upon the occurrence of the conditions set forth in this Agreement, Claimant and Respondent, on behalf of themselves and their respective heirs, successors and assigns, hereby fully and forever release and discharge each other and their respective agents, attorneys, insurers, predecessors, successors and assigns from any and all claims, demands, causes of action, liabilities and damages, known or unknown, arising out of or related to the Motion and the factual circumstances underlying the Motion.

4.2 The foregoing release is intended to be a general release and includes all claims that such releasing party may have against the released party, whether arising in contract, tort, statute, or otherwise, except for claims arising from a material breach of this Agreement.

5. CONFIDENTIALITY

5.1 Except as required by law or by Court order, the Parties shall keep the terms, amount and existence of this Agreement confidential. Neither party shall disclose such information to any third party, except (a) to that party's counsel, accountants, insurers and immediate family on a need-to-know basis, or (b) as required to effectuate the terms of this Agreement.

5.2 If either Party is compelled by judicial process to disclose confidential information, that Party shall provide prompt written notice to the other Party to allow the other Party to seek a protective order or other appropriate remedy.

6. ATTORNEYS' FEES AND COSTS

Except as expressly provided herein, each Party shall bear its own attorneys' fees and costs incurred in connection with the prosecution, defense, negotiation and execution of this Agreement. If a Party breaches this Agreement, the non-breaching Party shall be entitled to recover reasonable attorneys' fees and costs incurred in enforcing this Agreement, including fees on appeal, if any, as determined by the Court or an arbitrator.

7. NO ADMISSION OF LIABILITY

The Parties agree that this Agreement is a compromise of disputed claims and that neither the existence of this Agreement nor any payment made hereunder shall constitute an admission of liability, fault, or wrongdoing by any Party.

8. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full power and authority to enter into this Agreement, that the execution and delivery and performance of this Agreement has been duly authorized, and that the person signing this Agreement on behalf of such Party is duly authorized to do so.

9. ENFORCEMENT; REMEDIES

9.1 This Agreement shall be enforceable in law or equity. In the event of a breach or threatened breach of this Agreement, a Party shall be entitled to seek injunctive relief, specific performance and any other remedies available at law or in equity.

9.2 The prevailing Party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys' fees, costs and expenses incurred in such action.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed 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 shall specify by notice in accordance with this Section.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the substantive laws of the State of , without regard to its choice-of-law principles.

12. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral, relating thereto.

13. SEVERABILITY

If any provision of this Agreement is declared 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 best effectuate the Parties' intent.

14. AMENDMENT; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by the Parties. A waiver of any breach shall not be a waiver of any subsequent breach. 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.

15. MISCELLANEOUS

15.1 Assignment. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except to a successor by merger or operation of law.

15.2 Construction. The headings in this Agreement are for convenience only and shall not affect the interpretation of any provision. The Parties have had an opportunity to consult with counsel and agree that any rule of construction that ambiguities are construed against the drafter shall not apply.

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