Legal Revised Settlement Agreement

Legal Revised Settlement Agreement

This Revised Settlement Agreement ("Agreement") is made and entered into as of , by and between First Party: , with principal place of business at , and Second Party: , with principal place of business at . First Party and Second Party are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, a dispute has arisen between the Parties concerning certain claims, demands, and causes of action arising out of or related to the matters described in the notice of dispute exchanged between the Parties; and

WHEREAS, the Parties desire to avoid the burden, expense and uncertainty of further litigation and to settle fully and finally all differences and disputes between them on the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties have negotiated the terms of settlement with the intention that this Agreement shall constitute a final and binding resolution of all claims released herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. Definitions

For purposes of this Agreement, the following terms have the meanings set forth below: "Claims" means any and all actions, causes of action, claims, suits, demands, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) whether known or unknown, suspected or unsuspected, arising out of or in any way related to the matters that are the subject of this Agreement.

2. Settlement Payment

In full and final settlement of all Claims, Second Party shall pay to First Party the total sum of (the "Settlement Amount"), subject to the following payment terms and schedule.

Payment shall be made by: Wire Transfer Check Escrow

3. Mutual Release

Upon receipt of the Settlement Amount in full, each Party, on behalf of itself and its agents, representatives, predecessors, successors and assigns, does hereby remise, release and forever discharge the other Party and its officers, directors, employees, agents, attorneys, insurers, affiliates and assigns from any and all Claims, whether known or unknown, asserted or unasserted, which the releasing Party ever had, now has, or hereafter may have against the released Party arising out of or in any way related to the matters described in the Recitals.

4. Dismissal

Within days after receipt of the Settlement Amount, the Parties shall take all necessary steps to dismiss with prejudice all actions and claims related to the dispute, with each Party bearing its own costs and attorneys' fees unless otherwise agreed in writing.

5. Confidentiality

Except as required by law, the Parties agree to keep the terms, amount, and existence of this Agreement strictly confidential and shall not disclose such information to any third party without the prior written consent of the other Party. Notwithstanding the foregoing, information may be disclosed to the Parties' legal counsel, accountants, insurers, or as reasonably necessary to effectuate the terms of this Agreement, provided such recipients agree to be bound by confidentiality obligations no less stringent than those contained herein.

6. No Admission of Liability

This Agreement is entered into for the purpose of compromising disputed claims and shall not be construed as an admission of liability, fault, or wrongdoing by any Party. Neither this Agreement nor any conduct pursuant to this Agreement shall be admissible as evidence of liability in any proceeding, except to enforce the terms of this Agreement.

7. Representations and Warranties

Each Party represents and warrants that it has the full power and authority to enter into this Agreement, that the person signing on its behalf is duly authorized, and that this Agreement constitutes a valid and binding obligation enforceable against that Party in accordance with its terms.

8. Indemnification

Each Party agrees to indemnify and hold harmless the other Party from and against any and all liabilities, claims, losses or expenses (including reasonable attorneys' fees) arising out of any breach of this Agreement by the indemnifying Party or any representation or warranty contained herein that proves untrue.

9. Taxes

Each Party shall be responsible for its own taxes, if any, arising from the Settlement Amount. To the extent required by law, the Parties shall cooperate in good faith to determine any tax withholding or reporting obligations and to provide appropriate documentation.

10. Notices

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, by certified mail, return receipt requested, or by nationally recognized overnight courier, to the addresses set forth below or such other address as any Party may designate by notice in accordance with this Section.

11. Amendments and Waiver

This Agreement may not be amended or modified except by a writing signed by both Parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom the waiver is asserted. No failure or delay in exercising any right under this Agreement shall operate as a waiver of that right.

12. 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, of the Parties.

13. Severability

If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any tribunal of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the Parties' original intent. If modification is not possible, the invalid, illegal or unenforceable provision shall be severed and the remaining provisions shall continue in full force and effect.

14. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the Parties below, without regard to conflict of laws principles.

15. Counterparts and Electronic 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. A signature delivered by electronic means (including, without limitation, a scanned signature or electronic signature service) shall be deemed an original and binding signature for all purposes.

Sign Now