Legal Resolution Agreement

LEGAL RESOLUTION AGREEMENT

This Legal Resolution Agreement (the Agreement) is 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 may be referred to collectively as the Parties.

RECITALS

WHEREAS, a dispute has arisen between the Parties concerning the following matter: (the Dispute); and

WHEREAS, the Parties desire to fully and finally resolve and settle all claims, demands, causes of action, and controversies between them related to the Dispute, including but not limited to any claims for damages, fees, costs, interest and expenses; and

WHEREAS, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties wish to set forth their agreement in writing.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Claim" means any and all claims, cross-claims, counterclaims, causes of action, demands, obligations, rights, damages, losses, liabilities, and remedies, whether known or unknown, asserted or unasserted, that arise from or relate to the Dispute.

2. RESOLUTION PAYMENT

2.1 Payment. In full and final settlement of all Claims, Respondent shall pay to Claimant the sum of $ (Settlement Amount) according to the schedule set forth below.

2.2 Method of Payment. Payments shall be made by wire transfer, certified check, or other mutually agreed method to the account or payee designated by Claimant. Account or payee details (if applicable):

3. RELEASE

3.1 Upon receipt in full of the Settlement Amount, Claimant, on behalf of Claimant and Claimant's heirs, executors, administrators, agents, attorneys, insurers, successors and assigns, absolutely and unconditionally releases and forever discharges Respondent and its affiliates, subsidiaries, officers, directors, employees, agents, insurers, successors and assigns (collectively, the Released Parties) from any and all Claims arising out of or related to the Dispute through the Effective Date.

3.2 The release contained in this Section 3 is intended to be a full general release. Claimant expressly acknowledges that this release extinguishes any Claims that were asserted or could have been asserted arising out of the facts underlying the Dispute.

4. CONFIDENTIALITY

4.1 Except as required by law, neither Party shall disclose the terms, amount or existence of this Agreement to any third party without the prior written consent of the other Party. Notwithstanding the foregoing, disclosure is permitted to a Party's legal counsel, accountants, insurers or as required to effectuate the terms of this Agreement, provided such recipients agree to keep the information confidential.

4.2 The confidentiality obligations set forth in this Section shall continue for a period of years from the Effective Date.

5. NO ADMISSION

The Parties agree that this Agreement is a compromise of disputed claims and that nothing contained herein shall be construed as an admission of liability or wrongdoing by any Party, all such liability being expressly denied.

6. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that: (a) it has full authority to enter into this Agreement; (b) the person executing this Agreement on its behalf is duly authorized to do so; and (c) execution and performance of this Agreement does not violate any agreement or obligation to a third party.

7. INDEMNIFICATION

Each Party shall indemnify and hold harmless the other Party from and against any losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of any breach of this Agreement by the indemnifying Party.

8. NOTICES

Any notice required or permitted under this Agreement shall be in writing and delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier, to the addresses set forth below or to such other address as either Party may designate by notice in accordance with this Section.

9. GOVERNING LAW

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

10. ENTIRE AGREEMENT

This Agreement 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.

11. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith a substitute valid provision that most nearly effects the Parties' intent.

12. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. No waiver of any breach shall constitute a waiver of any subsequent breach.

13. COUNTERPARTS; SIGNATURES

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. Signatures transmitted by facsimile or electronic image shall be treated as originals for all purposes.

14. ADDITIONAL TERMS

The Parties acknowledge that they have read and understand this Agreement, that they have had the opportunity to seek independent legal counsel, and that they enter into this Agreement voluntarily and with full knowledge of its legal consequences.

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