Legal Notice of Dismissal

LEGAL NOTICE OF DISMISSAL

This Notice of Dismissal (the Notice) is executed on by and between Plaintiff Name: and Defendant Name: .

RECITALS

WHEREAS, Plaintiff commenced an action styled in , bearing Case No. (the Action);

WHEREAS, the parties desire to dismiss the Action, in whole or in part, on the terms and conditions set forth in this Notice; and WHEREAS, the parties intend that this Notice effectuate a final disposition of the claims specified herein to the extent stated.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Notice and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. NOTICE OF DISMISSAL

1.1 Dismissal. Plaintiff hereby dismisses the Action as follows: The claims described in Section 1.2 are dismissed with prejudice without prejudice . The dismissal shall be effective on the Effective Date specified above or such other date as may be agreed in writing.

1.2 Claims Dismissed. The claims to be dismissed are identified as:

2. EFFECT OF DISMISSAL

2.1 Finality. Except as expressly reserved in Section 2.2, dismissal of the claims specified in Section 1.2 shall be final and binding on the parties and their successors and assigns. Each party relinquishes any right to pursue, refile or otherwise assert the dismissed claims in any forum, to the extent such claims are dismissed with prejudice.

2.2 Reserved Claims. The following claims, if any, are expressly reserved and not dismissed:

3. COSTS, ATTORNEYS' FEES AND EXPENSES

3.1 Allocation of Costs. Except as otherwise provided in a separate written agreement executed by the parties, each party shall bear its own costs, attorneys' fees, and expenses incurred in connection with the Action through the Effective Date.

3.2 Tax Treatment. Any amounts paid pursuant to any ancillary agreement incident to this Notice shall be treated for tax purposes as the parties determine and shall be the sole responsibility of the paying party unless otherwise stated in writing.

4. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it has full power and authority to enter into this Notice; (b) the execution and delivery of this Notice, and the performance of its obligations hereunder, have been duly authorized by all necessary action; and (c) this Notice constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms.

5. CONFIDENTIALITY

Unless otherwise agreed in a separate executed confidentiality agreement, the parties agree that the terms of this Notice and any negotiations leading to it shall be confidential and shall not be disclosed to third parties except as required by law or to obtain professional advice, provided that the recipient of such information remains bound by confidentiality obligations.

6. NOTICES

All notices, requests, demands and other communications required or permitted under this Notice shall be in writing and delivered to the parties at the addresses set forth below by personal delivery, certified mail (return receipt requested), or recognized overnight courier.

7. AMENDMENTS; WAIVER; COUNTERPARTS

7.1 Amendments. This Notice may be amended or modified only by a written instrument executed by both parties.

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

7.3 Counterparts. This Notice may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be deemed originals for all purposes.

8. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

8.1 Governing Law. This Notice shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

8.2 Severability. If any provision of this Notice is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate, to the maximum extent permitted by law, the intent of the parties.

8.3 Entire Agreement. This Notice constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings of the parties, whether written or oral, relating to such subject matter.

9. ADDITIONAL PROVISIONS

9.1 Further Acts. The parties shall execute and deliver such further documents and take such further actions as may be reasonably necessary to effectuate the purposes and intent of this Notice.

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