Legal Proposed C&R Agreement

LEGAL PROPOSED C&R AGREEMENT

This Compromise and Release Agreement (the Agreement) is made and entered into as of Effective Date: , by and between Claimant Name: (referred to herein as "Claimant") and Respondent Name: (referred to herein as "Respondent"). Claimant and Respondent are sometimes collectively referred to as the Parties.

RECITALS

WHEREAS, Claimant filed a claim or demand described as: arising from the alleged incident on Date of Incident: under Claim Number: .

WHEREAS, Respondent disputes liability for the claim but desires to resolve all disputes between the Parties on the terms set forth below; and

WHEREAS, the Parties wish to avoid further expense, inconvenience and uncertainty and intend by this Agreement to fully and finally settle all claims and potential claims between them, as set forth below.

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 hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

In this Agreement, unless the context requires otherwise, capitalized terms shall have the meanings set forth herein. "Released Claims" means all claims, demands, suits, actions, causes of action, liabilities, and obligations of whatever kind or nature, whether known or unknown, which arise out of or relate to the matters described in the Recitals.

2. CONSIDERATION

In full consideration for the release set forth in Section 4, Respondent agrees to pay Claimant the total gross settlement amount of $ (Settlement Amount) according to the following schedule: .

Payment shall be made to Payee Name or Payee Entity: at Payment Address: .

3. RELEASE BY CLAIMANT

Upon receipt of the Settlement Amount in the manner set forth in Section 2, Claimant, for themselves and for their heirs, executors, administrators, agents, representatives, insurers, attorneys, successors and assigns, hereby irrevocably and unconditionally releases and forever discharges Respondent, and each of its past and present parents, subsidiaries, affiliates, agents, insurers, attorneys, predecessors, successors and assigns, and all of their officers, directors, employees and representatives (collectively, the Released Parties), from any and all Released Claims.

4. SCOPE OF RELEASE

The Release includes all claims whether known or unknown, suspected or unsuspected, asserted or unasserted, and Claimant expressly waives any rights they may have under any statute or common law doctrine that limits the release of unknown claims. Notwithstanding the foregoing, this Agreement does not release obligations arising under this Agreement or claims that cannot be released by law.

5. RELEASE BY RESPONDENT

Subject to the terms of this Agreement, Respondent hereby releases Claimant from any counterclaims or cross-claims that Respondent has or may have against Claimant relating to the matters described in the Recitals.

6. NO ADMISSION OF LIABILITY

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

7. REPRESENTATIONS, WARRANTIES AND COVENANTS

Each Party represents and warrants that it has full authority to enter into this Agreement; that it has not assigned, transferred, or encumbered any of the claims released herein; and that it has consulted with legal counsel or has had the opportunity to do so prior to executing this Agreement.

8. CONFIDENTIALITY

Except as required by law or as necessary to effectuate the terms of this Agreement, the Parties agree to keep the existence, terms and amounts of this Agreement confidential. Notwithstanding the foregoing, Parties may disclose the terms to counsel, tax advisors and as required in any legal proceeding to enforce this Agreement.

9. TAXES

Each Party shall be responsible for its own tax obligations arising from the Settlement Amount, and neither Party makes any representation as to the tax treatment of any portion of the settlement. Claimant acknowledges that it has been advised to seek independent tax advice regarding the tax consequences of this Agreement.

10. INDEMNIFICATION

Each Party agrees to indemnify and hold harmless the other Party from and against any claims, liabilities or expenses arising out of any breach of its representations, warranties or covenants contained in this Agreement, including reasonable attorneys' fees incurred in enforcing this Agreement.

11. COOPERATION

The Parties agree to execute and deliver such further documents and to take such further actions as may be reasonably necessary to carry out the intent and purpose of this Agreement.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) days after deposit in the United States mail, postage prepaid, and addressed to the Parties at the addresses set forth above or to such other address as a Party may specify in writing.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the internal laws of the State of Jurisdiction: without regard to choice of law principles.

14. ENTIRE AGREEMENT

This Agreement (including any exhibits or schedules 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.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.

16. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument executed by both Parties. No waiver by any Party of any breach of this Agreement shall be construed as a waiver of any other or subsequent breach. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

17. AUTHORITY

Each person signing this Agreement represents and warrants that they are duly authorized to execute and deliver this Agreement on behalf of the Party for which they sign and that this Agreement is binding upon such Party in accordance with its terms.

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