Legal Proposed Consent Order

LEGAL PROPOSED CONSENT ORDER

Court Name:   Division:

Case Number:   Judge:

This Proposed Consent Order is submitted to the Court on behalf of the parties and is entered into by and between Plaintiff: and Defendant: (each a "Party" and collectively the "Parties"). Effective Date of Agreement: .

RECITALS

WHEREAS, Plaintiff commenced the above-captioned action alleging claims against Defendant relating to conduct described in the Complaint and supporting pleadings; and

WHEREAS, Defendant denies liability for the allegations asserted but has agreed to resolve the dispute to avoid the expense and burden of further litigation under the terms and conditions set forth herein; and

WHEREAS, the Parties have negotiated this settlement in good faith and desire that the terms be finally resolved and that this Proposed Consent Order be entered by the Court to effectuate the Parties' agreements.

NOW, THEREFORE

In consideration of the mutual covenants and promises set forth below 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 Consent Order, capitalized terms not otherwise defined shall have the meanings ascribed to them in this paragraph. "Settlement Amount" means the total monetary consideration set forth in Section 2. "Released Claims" means the claims released in Section 3.

2. PAYMENT TERMS

Defendant shall pay to Plaintiff the Settlement Amount in the total principal sum of $ , subject to the schedule below.

All payments shall be made payable as directed in writing by Plaintiff and shall be non-refundable except as provided in this Order. Time is of the essence with respect to the payment obligations described herein.

3. DISMISSAL AND RELEASE

Upon receipt by Plaintiff of the Settlement Amount in accordance with Section 2, Plaintiff shall file a dismissal with prejudice of all claims asserted against Defendant in the above-captioned action. Upon such dismissal, Plaintiff, on behalf of itself and its agents, successors, assigns and attorneys, releases and forever discharges Defendant and its past and present officers, directors, agents, employees, insurers and related entities from all claims, demands, causes of action, suits, debts, obligations and liabilities of any nature, whether known or unknown, asserted or unasserted, arising out of or related to the subject matter of this litigation through the Effective Date.

4. ENTRY AS ORDER

The Parties jointly request that the Court enter this document as a Consent Order. Upon entry by the Court, this Consent Order shall have the force and effect of a civil order of the Court and shall be enforceable in accordance with its terms.

5. COMPLIANCE AND ENFORCEMENT

If a Party materially breaches any provision of this Consent Order, the non-breaching Party may apply to the Court for specific performance, contempt, or any other remedy authorized under applicable law. The prevailing Party in any enforcement action shall be entitled to recover reasonable attorneys' fees and costs incurred in connection with such enforcement.

6. CONFIDENTIALITY

The Parties agree that the terms and existence of this settlement are confidential subject to any court rules regarding public filings. Nothing herein prevents a Party from disclosing this Consent Order to counsel, insurers, accountants, or as required by law or court order.

7. ATTORNEYS' FEES AND COSTS

Except as expressly provided in this Order, each Party shall bear its own attorneys' fees and costs. Any agreement concerning the payment of attorneys' fees or costs shall be set forth in writing and attached hereto as an exhibit incorporated by reference.

8. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the full power and authority to enter into this Consent Order and to perform its obligations hereunder, that no other party's consent is required, and that the person executing this Consent Order on behalf of a Party is authorized to do so.

9. NOTICES

All notices required or permitted under this Consent Order shall be in writing and shall be delivered as provided above and shall be effective upon receipt.

10. GOVERNING LAW

This Consent Order shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

11. ENTIRE AGREEMENT

This Consent Order 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.

12. SEVERABILITY

If any provision of this Consent Order is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be enforced to the fullest extent permitted by law.

13. AMENDMENT AND WAIVER

No amendment or modification of any provision of this Consent Order shall be effective unless made in writing and signed by the Parties. No waiver by any Party of any breach or default shall constitute a waiver of any other breach or default.

14. COUNTERPARTS AND ELECTRONIC SIGNATURES

This Consent Order 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 electronic means (including by facsimile or electronic image) shall be deemed to be original signatures for all purposes.

CERTIFICATION

Each undersigned Party certifies that the person signing on its behalf has been duly authorized to enter into this Consent Order and to bind the Party to its terms. The Parties further certify that they understand the terms of this Consent Order and enter into it voluntarily and without duress.

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