Legal Offer to Resolve

LEGAL OFFER TO RESOLVE

This Legal Offer to Resolve (the Offer) is made and entered into as of the , by and between Offeror Name: , whose principal place of business or residence is , and Offeree Name: , whose principal place of business or residence is .

RECITALS

WHEREAS, a dispute has arisen between Offeror and Offeree arising out of or related to the matters described as follows:

WHEREAS, the Offeror desires to propose terms for a final, complete and binding resolution of all claims asserted or that could have been asserted in respect of the matters described above, and Offeree may accept or reject this Offer in accordance with its terms.

WHEREAS, the parties intend that, upon acceptance of this Offer and satisfaction of all conditions set forth herein, the dispute shall be finally and fully resolved without admission of liability.

NOW, THEREFORE, in consideration of the mutual covenants and agreements 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 Offer, the following terms have the meanings set forth below:

(a) "Released Claims" means all claims, demands, causes of action, obligations, damages, losses, costs, expenses, and liabilities of every kind and nature, whether known or unknown, suspected or unsuspected, that were or could have been asserted by either party arising out of the facts, transactions or occurrences described in the Recitals.

(b) "Settlement Amount" means the amount set forth in Section 2 of this Offer that Offeror agrees to pay in consideration of the releases and covenants contained herein.

2. OFFER AND PAYMENT TERMS

Offeror offers to pay Offeree the sum of $ (the Settlement Amount) in full settlement and accord of the Released Claims. Payment shall be made as follows:

Payment method (select one): Check Wire Transfer Other:

The Settlement Amount shall be paid in full no later than: , . Payment shall be conditioned upon receipt by Offeror of a fully executed Release and any other documents reasonably necessary to effectuate the settlement.

3. RELEASES

Upon receipt of the Settlement Amount and satisfaction of the conditions in Section 2, Offeree shall deliver and execute a mutual release in substantially the following form: Offeree and Offeror each hereby irrevocably and unconditionally release, remise and forever discharge the other party and its officers, directors, employees, agents, representatives, successors and assigns from all Released Claims.

The releases provided for herein are intended to be broad and shall include, without limitation, all claims known or unknown, whether arising in contract, tort, equity, statutory law, or otherwise.

4. CONFIDENTIALITY

The parties agree that the terms and existence of this Offer and any settlement documents shall be: Confidential Not Confidential

If the Confidential option is selected, neither party shall disclose the terms, facts, or existence of the settlement except as required by law, for enforcement of the settlement, to tax or accounting professionals on a need-to-know basis, or as otherwise mutually agreed in writing.

5. NO ADMISSION OF LIABILITY

The parties acknowledge and agree that the Offer and any resulting settlement are made to avoid the expense, burden, and uncertainty of litigation. Nothing in this Offer or in any settlement shall be construed as an admission by any party of liability, fault, or wrongdoing.

6. CONDITIONS TO EFFECTIVENESS

This Offer is expressly conditioned upon Offeree's written acceptance by no later than: , . Acceptance after that date shall be subject to Offeror's express written consent.

Additional conditions include execution of the mutual release described in Section 3 and delivery of any documentation required to effect payment as set forth in Section 2.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power, authority and legal right to enter into this Offer and to perform its obligations hereunder, that the person signing on behalf of each party is authorized to bind that party, and that the execution and performance of this Offer will not violate any agreement or obligation to third parties.

8. ATTORNEYS' FEES AND COSTS

Unless otherwise agreed in writing, each party shall bear its own attorneys' fees and costs incurred in connection with the dispute and the negotiation and documentation of this Offer. If a party breaches this Offer and the non-breaching party obtains a judgment enforcing the Offer, the breaching party shall reimburse reasonable attorneys' fees and costs incurred to obtain enforcement.

9. NOTICES

All notices under this Offer shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after being deposited in the United States mail, certified or registered, postage prepaid, to the addresses set forth above or such other address as the receiving party may designate in writing.

10. AMENDMENTS; WAIVER; COUNTERPARTS

This Offer may be amended or modified only by a written instrument signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right. This Offer may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one instrument.

11. GOVERNING LAW

This Offer shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflict of laws.

12. ENTIRE AGREEMENT; SEVERABILITY

This Offer, together with any exhibits or schedules attached hereto, 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. If any provision of this Offer is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13. ENFORCEMENT

The parties acknowledge that irreparable harm may result from a breach of the confidentiality, release, or payment provisions of this Offer, and agree that each party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

ACCEPTANCE

To accept this Offer, Offeree must sign and date this Offer in the space provided below and return an executed copy to Offeror at the address specified in Section 9 prior to the Acceptance Deadline stated in Section 6. Acceptance of this Offer shall create a binding agreement between the parties upon Offeror's receipt of the fully executed Offer and fulfillment of any conditions set forth herein.

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